General terms and conditions of Blue Dragon Online Marketing B.V. (Chamber of Commerce 51400995), Blue Dragon Strategy & Concept B.V. (Chamber of Commerce 16045407), Blue Dragon Digital Technology B.V. (Chamber of Commerce 17115639) and Blue Dragon Holding B.V. (Chamber of Commerce 77067444), hereinafter referred to as Blue Dragon.
1. These conditions apply to all quotes, agreements, and assignments issued or entered into with customers by
the private company Blue Dragon.
2. These conditions are also applicable to all subsequent quotes and
agreements or order confirmations issued and/or entered into with the same customer, regardless of whether they
are related to or follow on from previously made quotes or concluded agreements.
3. Changes to or additions
to these conditions must always be agreed upon in writing or confirmed by Blue Dragon and only apply to that
individual case for which the deviation is made and for which the change or addition is made or agreed upon.
1. All quotes from Blue Dragon are at all times without obligation unless there is an expressly agreed
acceptance period, unless the quote contains no acceptance period, but it is evident from the quote that there
is an offer that is valid as long as it is not revoked by Blue Dragon.
2. Drawings, designs, and other
information provided by or on behalf of Blue Dragon with the quote remain the property of Blue Dragon and must
be immediately returned by the customer upon first request if an agreement does not materialize. The customer is
not allowed to keep or retain copies in any way. Blue Dragon retains exclusive all rights, including all
intellectual property rights, with respect to these drawings, designs, and other information.
3. Documents
provided by or on behalf of Blue Dragon may not be reproduced, disclosed, or made available to third parties in
whole or in part in any way without the express and written consent of Blue Dragon.
4. Drawings, models,
designs, samples, calculations, prospectuses, etc., provided by the customer will be kept by Blue Dragon for six
months after being made available for the customer's benefit.
5. The customer is responsible for the
accuracy of the data, specifications, calculations, etc., provided and fully indemnifies Blue Dragon for errors
and/or damage resulting therefrom.
6. The customer specifically indemnifies Blue Dragon against all claims
from third parties based on infringements of intellectual property rights arising from the data, models, images,
etc., provided by the customer that are instituted against Blue Dragon.
1. These conditions apply to all quotes, agreements, and assignments issued or entered into with customers by
the private company Blue Dragon.
2. These conditions are also applicable to all subsequent quotes and
agreements or order confirmations issued and/or entered into with the same customer, regardless of whether they
are related to or follow on from previously made quotes or concluded agreements.
3. Changes to or additions
to these conditions must always be agreed upon in writing or confirmed by Blue Dragon and only apply to that
individual case for which the deviation is made and for which the change or addition is made or agreed upon.
1. The agreement concluded with Blue Dragon and the resulting obligations are qualified as obligations to
perform to the best of one’s ability unless the obligation, by its nature, is evidently a result-obligation.
Blue Dragon determines the manner in which the agreed performance should be carried out.
2. Only Blue
Dragon is considered a contracting party towards the client, even if it is explicitly and tacitly intended that
the work is to be carried out by a specific person (the operation of Article 7:404 of the Dutch Civil Code is
expressly excluded). Therefore, this natural person or legal entity involved in the execution of the work or
service provision by Blue Dragon can also invoke these conditions.
3. The (actual) directors of Blue Dragon
as well as those who work for Blue Dragon are not personally bound or liable (the operation of Article 7:407
subsection 2 of the Dutch Civil Code is therefore expressly excluded).
4. Blue Dragon has the right to have
certain work performed by third parties after notifying the client, or to be assisted by third parties. The
client indemnifies Blue Dragon for liability for damage resulting from errors or shortcomings made by those
third parties or any other basis. Blue Dragon expressly excludes the operation of Article 6:76 of the Dutch
Civil Code.
5. The deadlines included in the agreement between parties are indicative and are pursued by
Blue Dragon in good faith and to the best of its ability. However, the deadlines shall never be considered as a
strict deadline, and the client shall first notify Blue Dragon in advance if the intended (delivery) deadlines
are not met.
6. If Blue Dragon cannot perform the agreed performance because the client does not provide
the necessary cooperation or because someone else on behalf of the client does not cooperate or prevents the
achievement of an agreed performance, the client is responsible for this and in default, and Blue Dragon has the
right to compensation for the costs incurred and damage suffered, including damages for dissolution. To prevent
disputes about the nature and extent of that damage, Blue Dragon already stipulates that this damage is fixed at
at least half of the agreed contract price, without prejudice to the right to full compensation.
7. If Blue
Dragon cannot perform the agreed performance within the agreed target deadlines or at the agreed location
because the client does not provide the necessary cooperation or is unable to do so, or a third party prevents
this, this is at the expense and risk of the client and the client is liable for the damage suffered by Blue
Dragon. In that case, the damage on the side of Blue Dragon is set at half of the agreed contract price, without
prejudice to the right to full compensation.
1. The payment term is 14 days after the date of the invoice, to be received effectively in the account of Blue
Dragon, unless otherwise agreed in writing.
2. All payments must be made without any deduction or set-off
in the manner determined by Blue Dragon. Blue Dragon expressly excludes the client's right to suspend or offset.
3.
Blue Dragon has the right to suspend the execution of the agreements concluded with her until she receives full
payment of all due invoices.
4. Blue Dragon reserves the right to require financial guarantees and
securities from the client, even after partial delivery of goods and/or services.
5. Blue Dragon is also
entitled to invoice after partial delivery.
6. The invoiced prices and all invoices sent are, without any
summons or notice of default being required, immediately due and payable at any time if the client is declared
bankrupt, applies for or obtains provisional suspension of payment, a request from the client (natural person)
to apply the Legal Debt Restructuring Scheme is granted by the court, the client loses the power of disposition
over his assets or parts thereof due to attachment, guardianship or otherwise, as well as in the case the client
fails to meet one or more of his obligations, regardless of whether these arise from this agreement or from
another agreement or from the law.
7. The client is, without any summons or notice of default being
required, in default by law by the mere expiry of the agreed payment term.
8. Upon exceeding the payment
term, the client owes a default interest of 1.5% per month from the day of the default, whereby a part of a
month is counted as a full month. At the end of each year, the amount on which the interest is calculated is
increased by the interest due for that year.
9. If payment by the client remains outstanding after summons
or notice of any part of the outstanding invoices, the penalty for late payment is an immediately payable fine
of 15% -calculated on the total outstanding amount- or a fixed penalty amount of €750.00 if the outstanding
amount does not exceed €10,000.00, without prejudice to the right to performance and compensation on the basis
of the law.
10. To the extent that this penalty is not awardable, the client must at least reimburse Blue
Dragon for the actual costs incurred in the event of extrajudicial collection payable to the collection agency
engaged by Blue Dragon.
11. Blue Dragon is also entitled to charge the client all actual costs made by her
lawyer in the event of a legal procedure, regardless of the fixed compensation system from the law.
1. Blue Dragon excludes any form of liability for damage to the client as long as the client has not fully met
his payment obligation.
2. Blue Dragon is not liable for damage suffered by the client, including the
damage obligation based on dissolution or unlawful act, unless the client proves that the damage is the result
of intentional or recklessly reckless behavior of Blue Dragon or its management and other executives.
3.
Blue Dragon is in no case liable for consequential damage, such as at least the damage obligation based on
dissolution or unlawful act, lost profits, turnover loss, or business stagnation, of any kind.
4. Blue
Dragon is also not liable for damage or depreciation of any good or the client's website and/or its content. The
client is always responsible and liable for this.
5. Should Blue Dragon be liable in any case, the amount
of the damage to be compensated to the client is always limited to the coverage provided by Blue Dragon's
insurance and provided that Blue Dragon's insurer also proceeds to disbursement in the respective case, plus the
deductible.
6. If the insurer (or policy) of Blue Dragon does not provide coverage and/or does not pay out,
then the total and maximum liability of Blue Dragon for damage and costs in all cases is limited to the amount
of the invoice or invoices together (excluding VAT) related to the assignment in which the damage occurred, with
a maximum of €10,000.00.
7. In all cases in which Blue Dragon invokes the provisions mentioned above and
that invocation is granted in court, any employees addressed by Blue Dragon can also invoke this article as if
the involved employees of Blue Dragon themselves stipulated this article and the provisions therein.
8.
Liability for third parties engaged by Blue Dragon in the sense of Article 6:76 of the Dutch Civil Code is
expressly excluded. In the case of engaging a third party, the client must insure himself for this.
9. The
client indemnifies Blue Dragon for any claims from third parties who suffer damage in connection with the
execution of the agreement, regardless of the cause thereof.
10. Damage claims must be filed by the client
with the competent court according to these conditions within one year after liability has been asserted. After
that period, the right to compensation expires.
11. Blue Dragon is not liable for damage resulting from the
digital provision or availability of data by Blue Dragon or the client via email or the internet. This exclusion
of liability explicitly includes, but is not limited to, the risk of infection, damage, corruption, or
interception of data by viruses, Trojan horses, worms, botnets, hacking, phreaking, cracking of passwords,
fraud, or otherwise influencing data by a third party.
1. There is a case of force majeure on the part of Blue Dragon if Blue Dragon is prevented from fulfilling its
obligations under the agreement or the preparation thereof as a result of war (danger), civil war, riot,
terrorism, molestation, fire, water damage, epidemic or pandemic, organized and unorganized strike, company
occupation, exclusion, attachment, import and export barriers, government measures, defects in or disruptions in
the supply of or supply of energy, defects in or inadequate infrastructure (hardware and software) at the
client, and all other causes that have arisen outside the fault or risk sphere of Blue Dragon.
2. In the event of force majeure, the (delivery) terms are extended by the period during which Blue Dragon is prevented
from fulfilling its obligations.
3. If force majeure delays the delivery or completion by more than 1 month, both Blue Dragon and the client are entitled
to terminate the agreement - for the part not yet executed - with due observance of the point stipulated in subsection
4.
4. If force majeure occurs while the agreement has already been partially executed, the client will retain the part
of the goods already delivered or will not be able to dissolve the part of the agreement already executed, and in
both cases will pay the purchase price due, regardless of whether the client demonstrates that the part of the goods
already delivered can no longer be effectively used or utilized as a result of not fully performing.
5. Neither Blue Dragon nor the client shall be liable to each other for damages upon termination of the agreement
as a result of force majeure.
1. Unless agreed otherwise, all rights of intellectual and/or industrial property concerning products and/or
services produced by Blue Dragon, or resulting from them, belong exclusively to Blue Dragon. Only Blue Dragon is
authorized to obtain such rights through a deposit or registration, if applicable. Delivering products and/or
services to the client does not imply any transfer of intellectual and/or industrial property rights.
2. Unless agreed otherwise, the working drawings, illustrations, designs, design sketches, and other materials or
(electronic) files created by Blue Dragon in the context of the agreement remain the property of Blue Dragon.
3. If the client fully meets his obligations towards Blue Dragon, the client obtains a non-exclusive and non-transferable
right to use the products and/or services provided by Blue Dragon for the agreed purposes and duration. The client
must strictly adhere to the conditions laid out in these General Terms and Conditions or otherwise imposed on the
client. Without explicit written permission from Blue Dragon, the products and/or items and/or rights arising from
or related to the delivered products and/or services may not be reproduced, transferred, and/or made public.
4. Unless the work does not lend itself to it, Blue Dragon is at all times entitled to mention or remove its name
on or near the products and/or services produced by Blue Dragon, and the client is not allowed without prior permission
to make these products and/or services public or reproduce them without mentioning the name of Blue Dragon or any
other rights holders.
5. If Blue Dragon uses information and/or items and/or works that may be subject to intellectual and/or industrial
property rights, which have been provided to Blue Dragon by the client, it is assumed that the client is aware of
the usage rights of this information and/or items and/or works. The client indemnifies Blue Dragon against any possible
claims by third parties concerning intellectual and/or industrial property rights as well as any portrait rights.
6. Blue Dragon strives to ensure that the products and/or services it delivers do not infringe on any third-party
industrial or intellectual property rights. If it is unexpectedly established that the products and/or services provided
by Blue Dragon to the client infringe on such third-party rights, Blue Dragon will compensate the client for any
resulting damage, up to an amount not exceeding the contract sum excluding VAT received by Blue Dragon in connection
with the delivered products and/or services, provided Blue Dragon has failed to meet its effort obligation. In an
agreement with a duration of more than 6 months, the liability of Blue Dragon is further limited to the sum due over
the last 6 months excluding VAT. In any case, the liability is limited to the amount that Blue Dragon's liability
insurance pays out in the given case, plus the applicable deductible. However, the client loses any right to compensation
if they have not informed Blue Dragon about third-party claims in such a timely and complete manner that Blue Dragon
can adequately defend its rights.
1. If an agreement with Blue Dragon is ongoing for an indefinite period, it can always be terminated with a
notice period of 3 months (counting from the last working day of the month) without any obligation for
compensation arising in that case.
2. If the client fails to meet any obligation towards Blue Dragon under the agreement, related agreement, agreements
made before or afterwards, or if Blue Dragon suspects that the client will not meet any obligation under the agreement
in the future, the claim is immediately payable and Blue Dragon has the right to:
a) Demand advance payment or proper additional compensation for payment or immediate payment upon delivery for payment
obligations from all ongoing and yet to be concluded agreements;
b) Suspend deliveries (as well as the creation or processing of obligations agreed upon for performance), without
prejudice to the right of Blue Dragon to simultaneously or later demand security for the payment. After the client
subsequently meets his payment obligation, the delivery period available to Blue Dragon is the time that, taking
into account the then-existing possibilities in the business of Blue Dragon and/or in the business of the suppliers
of Blue Dragon, is needed for the creation or processing;
c) Dissolve the respective agreement in whole or in part, as far as not executed, without obligation to pay damages;
d) Dissolve more or all ongoing agreements in respect of which the client is not in default, in whole or in part,
as far as not executed.
3. Without prejudice to Blue Dragon's right to full compensation, including loss of profits, Blue Dragon has the
right to a compensation in the event of the dissolution of an agreement due to the client's failure to meet his obligation
or in the case of cancellation of an order/booking/agreement by the client. The amount of the compensation depends
on the time elapsed between the establishment of the agreement and the moment the agreement is dissolved by Blue
Dragon or canceled by the client in relation to the agreed time of performance.
4. The compensation is determined on a fixed basis according to the following scale:
a) Dissolution/cancellation 8 weeks before the start of deliveries: 20% of the order/quotation amount;
b) Dissolution/cancellation 4 weeks before the start of deliveries: 40% of the order/quotation amount;
c) Dissolution/cancellation 2 weeks before the start of deliveries: 60% of the order/quotation amount;
d) Dissolution/cancellation after the agreed time of delivery 100% of the order/quotation amount.
5. The scale (article 9.4) also applies if Blue Dragon agrees to a cancellation, termination, or dissolution at the
request of the client.
1. The client must always notify Blue Dragon in writing of any complaints of any nature, stating reasons. A
complaint, regardless of what it concerns, does not give the client the right to suspend or offset his
obligations under the agreement towards Blue Dragon.
2. The client must report immediately visible complaints to Blue Dragon immediately after delivery or during the
performance of the work. If this is not done, then the delivered goods or performed services are considered correct
and accepted.
3. The client's right to complain expires in any case if the client has taken into use, processed, or otherwise (tacitly)
accepted the products delivered by Blue Dragon.
4. In the case of non-visible defects, the client must complain in writing within 5 working days after discovery
or after the defect could reasonably have been discovered. If this period expires without meeting the formalities,
the delivered or completed work is considered correct and accepted.
5. The client must report all other complaints to Blue Dragon within the agreed payment term, failing which the right
to complain expires.
1. All items delivered to the customer by Blue Dragon remain the property of Blue Dragon until the customer has
fulfilled all claims by Blue Dragon against the customer for any reason, increased with interest and costs and
all other claims.
2. When the customer forms a new item from the items delivered by Blue Dragon, on which a retention of title rests,
or has them formed, the customer acts in this formation on behalf of Blue Dragon and keeps the item for Blue Dragon.
The customer becomes the owner only when the retention of title expires because all claims have been met. The customer
commits to insure the items delivered under retention of title and to keep them insured against fire, explosion,
and water damage as well as theft, and to show the policy of this insurance at first request.
3. As far as Blue Dragon still has other claims on the customer and Blue Dragon has delivered products and/or services
to the customer on which no retention of title rests, the customer establishes a pledge without possession in favor
of Blue Dragon for the security of his obligations as Blue Dragon accepts this pledge without possession. The customer
will sign an act of establishment of the pledge at the first request of Blue Dragon. The customer will ensure that
he is authorized to pledge the items and that, apart from the rights of Blue Dragon, no pledge and/or limited rights
rest on the items.
4. If the customer resells the products involved from Blue Dragon, Blue Dragon may oblige the customer to establish
a pledge in favor of Blue Dragon on his resulting claim on the buyer.
5. The customer may not pledge the goods involved from Blue Dragon (such as products and/or services) to third parties
or in any way relinquish, transfer, or restrict the legal and/or factual control to the detriment of Blue Dragon.
The goods are not transferable.
6. All possible associated costs of establishing and exercising all necessary actions in connection with the retention
of title, as well as any other security provisions, are at the expense of the customer.
1. When the agreement(s) by Blue Dragon have been concluded with or for the benefit of more (legal) persons than the customer, then all those (legal) persons are jointly and severally liable for all obligations arising from the assignment and/or resulting agreement(s).
1. As long as the relationship between the customer and Blue Dragon continues, as well as for 1 year after its conclusion, the customer is not allowed to employ employees of Blue Dragon or have them work in any other way, directly or indirectly, for themselves, without prior written permission from Blue Dragon. In this context, employees of Blue Dragon are considered to be persons who are employed by Blue Dragon or who were employed by Blue Dragon at the time of the execution of the agreement.
1. All legal relationships between Blue Dragon and the customer are exclusively governed by Dutch law. All disputes, without exception, arising from the relations between parties governed by these conditions or that may arise, will, insofar as they exceed the jurisdiction of the district court, sector cantonal, be subject to the judgment of the district court in East Brabant, location 's-Hertogenbosch, provided that Blue Dragon is at all times authorized to bring the dispute before the competent court in the judicial district where the customer is located.
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