General terms and conditions


General Terms and Conditions Eslabonsur

Version: December 7, 2016

Contents:

Article 1- Definitions

Article 2- Corporate identity

Article 3- Relevance

Article 4- Offer

Article 5- Agreement

Article 6- Right of withdrawal

Article 7- Withdrawal costs

Article 8- Exclusion right of withdrawal

Article 9- Pricing

Article 10- Conformity and guarantees

Article 11- Delivery and execution

Article 12- Acceptable use policy

Article 13- License to client materials

Article 14- Ownership

Article 15- Promotion

Article 16- Length transactions: duration, termination and extension

Article 17- Payments

Article 18- Complaints

Article 19- Disputes

Article 20- Additional and different provisions

Article 1 – Definitions

In these general terms and conditions the following definitions are applicable:

Agency costs: costs made at the office of Eslabonsur, such as telephone, paper and other administration costs.

Client content: all data of the client including logos, photos, videos and written material irrespective of this belongs to a third party.

Consideration time: the term during which the client can execute the right of withdrawal.

Client:  natural or legal person (whether or not having his/her own legal identity) coming as a customer to an agreement with Eslabonsur.

Day: calendar day according to time zone.

Length transaction: an agreement related to a series of products and services of which the delivery obligation and the purchasing are spread over a period of time.

Offer: the service(s) offered by Eslabonsur in writing upon request of a customer.

Right of withdrawal: the possibility for the client to terminate the agreement within the consideration time.

Article 2- Corporate Identity/entrepreneur

Eslabonsur

Van Tuyll van Serooskerkenweg 42-2

1076JM Amsterdam, the Netherlands

Phone number:  + 31 6 42239415 (The Netherlands) +

E-mail: info@Eslabonsur.com

VAT identification number: NL243679026B01

Article 3- Relevance

These general terms and conditions apply to any offer of Eslabonsur and to every finalized agreement between Eslabonsur and the client.

Before the agreement is concluded, the text of the general terms and conditions is being made available to the client. If this is reasonably not possible that before the agreement is concluded, it will be indicated that the general terms and conditions can be seen at Eslabonsur.com and on request of the client these general terms and conditions shall be sent to the client as soon as possible without extra costs.

Article 4- Offer

If an offer has a limited validity or has other specifications, this will be emphatically mentioned.

The offer contains a complete and accurate description of the offered service(s). The description is sufficiently detailed to enable a proper client’s assessment of the service(s). Obvious mistakes and errors do not bind Eslabonsur.

Each offer contains such information that it is clear for the client what rights and obligations are related to the offer when it is accepted by the client. This concerns in particular:

-price including taxes

-the manner in which the agreement has been concluded and the necessary signatures

-whether to apply the right of withdrawal

-the method of payment, delivery and performance of the contract

-the deadline for accepting the offer or the period within which Eslabonsur guarantees the price

-if the agreement after the conclusion is archived and if so how to consult it for the client

-any other languages, including Dutch, for the agreement

-the minimum duration of the agreement in the event of a length transaction

Article 5- The agreement

The agreement is finalized at the moment the client accepts the offer and meets the conditions.

If the client has accepted the offer, Eslabonsur immediately confirms that they have received the acceptance of the offer. As long as Eslabonsur has not confirmed the acceptance, the client can terminate the agreement.

Eslabonsur can notify or check, within the legal framework, whether the client can meet the payment obligations, and also check all important facts and factors which are needed to finalize a sound agreement. If Eslabonsur based on research, has good reason not to conclude the agreement, they are entitled to motivate and to refuse an order/ request or they can connect special conditions to the execution of the offer.

Eslabonsur shall send the following information with the services:

  1. The address of the company for the client to file complaints
  2. The conditions and the way how the client can execute the right of withdrawal and a clear indication related to the exclusion of the right of withdrawal.
  3. The manner of payment, delivery and execution of the contract.
  4. The requirements for termination of the agreement if the agreement has duration of one year or more or of if it has an indefinite duration.

Article 6- Right of withdrawal

In order to execute the right of withdrawal, the client must abide the reasonable and clear instructions provided by Eslabonsur at the offer or finally at the deliverance of the service(s).

A contract for a definite period or for the time necessary for the completion of the assignment may, except where otherwise expressly provided in the contract prematurely by either party, be terminated only in writing with a notice period of three months.

Article 7- Withdrawal Costs

Upon interim termination of the agreement as defined in article 6 a fee is payable by the client to Eslabonsur during the notice period. This fee is at least equal to the average of the fee as by Eslabonsur declared over the previous twelve months’ notice (or shorter if the agreement has lasted). The foregoing is without prejudice to the obligation of the client to pay for work declarations that the client has Eslabonsur to be carried out during the notice period, provided they amount to more than the aforementioned average.

Upon interim termination of the agreement by Eslabonsur they cannot claim any form of compensation other than for work, which Eslabonsur made during the notice period.

Eslabonsur is required to continue normally and properly ongoing work until the end of the period of notice unless the client decides otherwise. If the client so requests, Eslabonsur is required to ensure a smooth transfer of activities.

Eslabonsur has the right to terminate the contract without judicial intervention and without regard to termination notice if the client is declared bankrupt, applies for a moratorium, or is outside bankruptcy or postponement of payment pursuing an agreement with creditors, this without any prejudice to the right of Eslabonsur for compensation of premature termination.

Article 8- Exclusion right of withdrawal

Eslabonsur can exclude the right of withdrawal of the client. The exclusion of the right of withdrawal applies only if Eslabonsur has clearly mentioned this at least in time before the conclusion of the agreement. The right of withdrawal is NOT possible if services have been booked or provided by third parties.

Article 9- Pricing

During the validity period mentioned in the offer, the prices of the offered services shall not be raised save for price changes due to changing VAT rates.

Notwithstanding the previous paragraph Eslabonsur can offer services with variable prices when these prices are subject to fluctuations on the financial market and where Eslabonsur has no influence. This bondage to fluctuations and the fact that the mentioned prices are target prices will be mentioned with the offer.

Price increases within 3 months after the conclusion of the agreement are permitted only if they are the result of legal regulations or provisions.

Price increases from 3 months after the conclusion of the agreement only if Eslabonsur has stipulated this and:

  1. These are the result of legal regulations or provisions; or
  2. The client has the competence to terminate the agreement from the day the price increase takes effect.

The in the offer mentioned prices include VAT.

Article 10- Conformity and guarantee(s)

Eslabonsur ensures that the service(s) measure up to the agreement, ensures the in the offer mentioned specifications, ensures reasonable requirements, soundness and or usefulness and ensures on the date of the establishment the existing legal provisions and/or government regulations.

A guarantee provided by Eslabonsur does nothing to alter the rights and claims which the client under the Agreement can put forward against Eslabonsur.

Article 11- Delivery and execution

Eslabonsur shall observe in utmost care the reception and execution of orders of services.

In the event of termination in accordance with the previous paragraph Eslabonsur shall pay back the amount that the client has paid as soon as possible but no later than 30 days after the termination.

If the delivery of an ordered service appears to be impossible, Eslabonsur shall strive to make available a replacing service. At least before the delivery it will be mentioned in a clear and understandable manner that a replacing service will be delivered. The right of withdrawal cannot be ruled out with regard to replacing service.

Article 12- Acceptable use policy

The acceptable use policy of Eslabonsur includes the complete avoidance of: spamming; ripping; intellectual property violations; forging of message headers to mask the originator; privacy violations; illegal or unauthorized access to other computers or networks; distribution of internet viruses, worms, Trojan horses, or other destructive activities; facilitating a violation of this acceptable use policy; other illegal activities; engaging in other activities, whether lawful or unlawful, that Eslabonsur determines to be harmful to its subscribers, operations, reputation, goodwill, or customer relations.

The client will immediately notify Eslabonsur if the client becomes aware of any violation of the terms of this Agreement, including violations of the Acceptable Use Policy.  Eslabonsur reserves the right to terminate access to the service(s) if, in Eslabonsur´s discretion, the client is violating the acceptable use policy

Article 13- License to client materials

Client hereby grants to Eslabonsur a non-exclusive, worldwide, royalty-free license to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, distribute, perform, display and otherwise use the client content as necessary to render the service(s) to the client and/or its business partners under this agreement. “Client content” means all company and feature logos, trademarks, texts, pictures, sound graphics, video and other data, whether owned by the client or a third party, supplied by the client to Eslabonsur to be included in the Eslabonsur Information, as such materials may be modified from time to time.

Article 14- Ownership

The client content is the property of the client. Eslabonsur is the owner of all rights, titles and interest in and on the Eslabonsur websites, the Eslabonsur Information, the services, any software or technology used to provide the service(s), the Eslabonsur name, services marks, logos, and all associated copyrights, trademarks, and other intellectual property rights. Eslabonsur does reserve the right to hold and not release any client content should the client be in breach of this agreement. The client will mention Eslabonsur’s copyrights on Eslabonsur Information in line with how Eslabonsur mentions its copyrights on its websites.

Article 15- Promotion

The client shall have the right to use the Eslabonsur name, trademarks, service marks and logo in order to promote any of the Eslabonsur services to its business partners. Prior to any such use, the client must obtain Eslabonsur’s written approval. The client understands and agrees that any use of Eslabonsur marks in connection with this agreement shall not create any right, title or interest, in or to the use of the Eslabonsur name, trademarks, service marks and logo and that all such use and goodwill associated with the Eslabonsur name, trademarks, service marks and logo will inure to the benefit of Eslabonsur.

Eslabonsur is allowed to mention in external communications that the client is making use of Eslabonsur’s service(s).

Article 16- Length transactions: duration, termination and extension

Terminate

The client can terminate at any time an agreement which has been entered for an indefinite period and which extends to regular delivery of services respecting the applicable termination rules of a notice of not more than one month.

The client can in the agreements in the previous mentioned paragraph:

-at all times terminate with no restrictions to terminate at a certain time or during a certain period

-at least terminate in the same manner as they are entered into by him

-at all times terminate with the same notice as Eslabonsur has obtained for himself.

Extension

An agreement which has been entered for a definite time and which extends to a regular service(s) delivery may not automatically be extended or renewed for a fixed duration.

An agreement which has been entered for a definite time and which extends to a regular delivery of service(s), may only be automatically extended for an indefinite period if the client at any time terminate with a notice period of no more than one month and a notice period of no more than three months if the in case the agreement extends to a regular delivery, but less than one time per month.

Duration

If an agreement has a duration period of more than one year, the client may after one year terminate at any time with a notice period of not more than one month unless reasonableness and fairness are opposed against termination before the end of the agreed duration.

Article-17 Payments

The remuneration of Eslabonsur is done, unless another method of payment has been agreed, based on hourly rates. Other forms of remuneration can be a fixed fee per time unit (retainer fee) or a fixed price (per project or assignment).

In addition to a fee are the agency costs and costs of third parties engaged by Eslabonsur under the agreement.

Basically, the client shall pay the costs of third parties. If the payment of third parties is made via Eslabonsur, then they are entitled to charge a surcharge for interest and fees. Also in that case Eslabonsur is entitled to request an advance on costs. It is common for all discounts on deliveries from third parties are passed on to the client.

Unless otherwise agreed Eslabonsur declares monthly in arrears on the fee and the agency fees of the same month. The costs of third parties will be charged immediately upon receipt of the related invoices. The payment term of invoices to Eslabonsur is 30 days. Beyond that limit, the client has to pay an addition of interest of 1% as from the due date per calendar month or part of a month.

Article 18- Complaints

Eslabonsur handles the complaint according to the following complaints procedure.

Complaints about the execution of the agreement must be described fully and clearly within reasonable time submitted to Eslabonsur after the client has observed the defects.

The complaints submitted to Eslabonsur will be answered within a period of 14 days from the day of receipt. If a complaint has a foreseeable longer processing time, Eslabonsur will answer within 14 days an acknowledgement and an indication when the client will receive a more detailed answer.

If a complaint cannot be resolved by mutual agreement then there is a dispute that is subject to the dispute settlement.

Article 19- Disputes

Dutch law exclusively applies to agreements between Eslabonsur and the client whereupon these general terms and conditions are related to.

The parties consent to personal jurisdiction to the appropriate courts in Amsterdam, The Netherlands and waive any objection in any proceeding in such courts.

Article 20- Additional and different provisions

Additional or different provisions compared to the General terms and conditions may not be to the prejudice of the client and should be recorded in writing in such a manner that the client can save these in an accessible way on a durable medium.