General Terms and Conditions

General Terms and Conditions Image Alchemist

Chapter 1 General provisions

Definitions
In these general terms and conditions and its provisions is meant by:
1. activity: all services provided by the company;
2. third party: a natural or legal person who acts within her trade, business, craft or profession, whether or not through another person who acts for her on her behalf, in collaboration with the company;
3. durable data carrier: any means that enables the company to personally store information addressed to her in a way that makes this information accessible for future use during a period that is adjusted to the purpose for which the information is intended, and which enables an unaltered representation of the stored information;
4. honorarium: the compensation received by the company for the services, excluding Value Added Tax (VAT);
5. company: the natural or legal person who acts within her trade, business, craft or profession, whether or not through another person who acts for her on her behalf;
6. unambiguous statement: the statement of the client to the company which can be interpreted in only one way. The statement contains in any case:
  1. name of the client;
  2. (billing) address;
  3. postal code;
  4. city;
  5. telephone number;
  6. email address;
  7. order number;
  8. assignment to which the statement relates.
7. assignment: the agreement between the client and the company;
8. client: the natural or legal person who provides the assignment for activities and who does not act within of her trade, business, craft or profession.
9. contract on distance: the contract that is conducted between the company and the client in light of an organized system for distance services without the company or client personally being in the same room at the same time and where, up to and including the conclusion of the agreement, only one or more techniques for distance communication are used;
The entrepreneur
Company: Image AlchemistBased in: Witte Klaverweide 3, 1706 AB Heerhugowaard, NetherlandsChamber of Commerce Registration: 65034511

Email address: info@imagealchemist.net

Telephone number: +31 (0)6 4437 6078
The company
1. These general terms and conditions are applicable for every website related to Image Alchemist including https://imagealchemist.net.
Applicability
1. These general terms and conditions apply to every offer made by the company and to every distance contract concluded between the company and the client.
2. Prior to conclusion of the distance contract, the text of these general terms and conditions will be made available to the client. If this is not reasonably possible, before the distance contract is concluded, it will be indicated that the general conditions and terms can be viewed at the company and they will be sent as soon as possible, free of charge, upon request of the client.
3. In the event of electronic conclusion of the distance contract, deviating from the previous paragraph and before the distance contract is concluded, the text of these general terms and conditions can be made available electronically to the client, in such a way that the client can easily store this on a durable data carrier. If this is not reasonably possible, prior to conclusion of the distance contract, it will be indicated where the general terms and conditions can be observed electronically and they will be sent free of charge at the request of the client by electronic means or otherwise.
4. The general terms and conditions can at all times be viewed on the website(s) of the company.
5. In the event that specific service conditions apply in addition to these general terms and conditions, the second and third paragraphs shall apply correspondingly and the client may at all times invoke the applicable and most favourable provision, in case of conflicting general terms and conditions.
Additional or deviating provisions
Additional or deviating provisions in these general terms and conditions may not be at the expense of the client and must be documented in writing or in such a way that these can be easily stored on a durable data carrier by the client.

Chapter 2 The agreement

Offer
1. The offer contains a complete and accurate description of the offered goods and/or services. The description is detailed enough to allow the client to make a proper assessment of the offer.
2. In case the company makes use of images, these are a truthful representation of the offered goods and/or services.
3. Before the client is bound to the contract on distance, including to the offer, the company provides the following information in a clear and comprehensible manner, as far as applicable to the offer, to the client:
  1. the total price of the good, including all taxes;
  2. if applicable, all shipping-, delivery- or postage costs and any other costs or, in case these costs reasonably cannot be calculated, the fact that such costs may be due;
  3. the manner in which the agreement is concluded and which actions are required in light thereof;
  4. whether or not the right of withdrawal is applicable;
  5. the manner of payment, delivery, execution, the period in which the company is committed to deliver the good or provide the services and, where applicable, the complaint handling policy of the company;
  6. the period of acceptance of the offer, or the period during which the company guarantees the price;
  7. the level of the rate for distance communication in case the costs of using the technique for distance communication are calculated other than the regular basic rate for the means of communication used;
  8. whether the agreement after conclusion will be archived, and if so how this can be consulted by the client;
  9. the manner in which the client, prior to conclusion of the agreement, can check or, in case desired, recover the provided data in light of the agreement;
  10. the possible other languages, other than Dutch, in which the agreement can be concluded;
  11. the code of conduct which is applicable to the company and the manner in which the client can consult the code of conduct by electronic means;
  12. the minimal duration of the contract on distance in case of an extended duration transaction; and
  13. in case an offer has a limited period of validity or occurs under conditions, the latest period of validity or the explicit conditions to which the offer can be accepted.

Price
1. Prices of the offered services will not be increased during the validity period stated in the offer, except for price changes due to changes in VAT rates, apparent errors or cost-increasing circumstances.
2. Price increases, excluding cost-increasing circumstances, applied within 3 months after conclusion of the agreement are only permitted if they are derived from legal regulations or statutory provisions.
3. Price increases, excluding cost-increasing circumstances, applied after 3 months after conclusion of the agreement are only permitted when the company stipulates this and:
  1. these are derived from legal regulations or statutory provisions; or
  2. the client has the authority to cancel the agreement, starting on the day on which the price increases come into force.
4. Cost-increasing circumstances are defined as circumstances that:
  1. are of such nature that at the conclusion of the agreement the chance that they would occur does not have to be taken into account;
  2. cannot be allocated to the company;
  3. increase the costs of the work.
5. The company can increase its rates annually by a maximum of 5%. An annual rate increase is not subject to the price increase as referred to in paragraph 2 and 3 of this article.
6. Apparent errors in the offer, including apparent clerical errors, are not binding for the company. Explicitly mentioned here are the errors in the offer advertised elsewhere than on the website of the company, where the information on the website of the company is considered leading at all times. An apparent error can be considered, for instance, in case the offer is of such a low amount that the client knows or reasonably should know that this is an apparent clerical error in the offer.
7. In case the client accepts the offer with an apparent clerical error or apparent error, the client will be immediately informed about this apparent error by email. Furthermore, in this email the client will be given a certain period in which the client is offered the opportunity to accept the correct offer.
8. The prices of the mentioned services in the quotation are an estimate based on the expected amount of work. In case the company suspects that the activity will cost substantially more, the company will report this immediately to the client.
9. In case the company reports extra costs relating to the activity, this will count as a new offer for the client. The client has the right to dissolve the agreement in case the client considers the offer as unreasonable.
10. The dissolution of the agreement will not release the client from the payment of earlier performed work and costs incurred for making potential facilities.
11. If dissolution of the agreement results into damage to the work, this damage cannot be recovered from the company, unless the damage is the result of grave negligence or fault by the company.
12. The prices of the services stated in the offer are including VAT.

Agreement
1. The agreement is, subject to the provisions made in paragraph 4, concluded when the offer is accepted by the client and complies with the specified conditions.
2. In case the client accepts the offer via electronic means, the company will immediately confirm receipt of the acceptance of the offer via electronic means. The client can dissolve the agreement, as long as the company did not confirm the receipt of this acceptance.
3. In case the agreement is established through electronic means, the company takes appropriate technical and organizational measures to secure the electronic data transfer and they will ensure a secure web environment. If the client is able to make an electronic transaction, the company undertakes appropriate safety measures.
4. In case the company, after conclusion of the agreement, becomes aware of circumstances that suggest good ground to suspect that the client is not able to fulfil his payment obligation, the company may suspend his fulfilment of the agreement, dissolve the agreement or attach special conditions to the implementation of the agreement.
5. The company provides the client together with the service the following information, in writing or in such a manner that this can be stored in an accessible way by the client on a durable data carrier, with:
  1. the visiting address of the branch of the company where the client can address complaints;
  2. the conditions and the manner in which the client can make use of the right of withdrawal, or a clear notification regarding the exclusion of the right of withdrawal;
  3. the information about the warranty and existing services after purchase or delivery;
  4. the in article 6 paragraph 3 of these conditions included information, unless the company will furnish these data to the client before the execution of the agreement;
  5. the requirements to cancel the agreement in case the agreement has a duration of longer than one year or indefinite period.

Chapter 3 Execution of the agreement

Delivery
1. The company takes utmost caution when assessing the offers to provided services and executing the assignment.
2. The company ensures the correct implementation of the activity when accepting the assignment, with the acquired necessary knowledge and competence.
3. In case that execution of the activity has to be transferred, the client will immediately be notified. The client then has the right to dissolve the agreement, free of charge, and possibly the right of compensation.
4. If a term of delivery for the service has been agreed on between company and client, this term is not a firm date, unless explicitly agreed on otherwise.
5. If the term of delivery is exceeded this gives no ground for compensation or dissolution, unless explicitly included the term concerns a firm date.

Payment
1. Payment is possible using the payment methods provided by the company , including PayPal.
2. Unless otherwise agreed, the debts owed by the client must be paid monthly within 30 days after receipt of the invoice.
3. The client has the obligation to notify the company immediately of inaccuracies in the provided or stated payment details.
4. In the event of default of the client the company has the right to, subject to legal constraints, charge the previously incurred reasonable costs to the client.
5. The reasonable costs referred to in paragraph 4 of this article includes in any case the legally stipulated interest. Moreover, reasonable costs also include costs incurred in connection with the collection of outstanding debts. The costs for collecting the outstanding debts are set at 15% of the outstanding invoices, unless a different percentage is legally applied.

Chapter 4 Conformity and warranty

Conformity
1. The company guarantees that the products and/or services comply with the agreement, the specifications mentioned in the offer, the reasonable requirements of reliability and/or usability and the legal provisions and/or Government regulations existing on the date of the conclusion of the agreement. When agreed, the company also guarantees that the product is suitable for other than normal use.
2. A product and/or service does not comply with the agreement in any case if, partly considering the nature of the product and/or the service and the notices that the company has made regarding the product, it does not possess the features that the client expects based on the agreement.
3. The client cannot rely on the fact that the good does not comply with the agreement if he/she was aware or could have reasonably been aware at the time of the conclusion of the agreement.
4. A warranty provided by the company, manufacturer or importer does not affect the legal rights and claims that the client can apply against the company in light of the agreement.

Warranty
1. The company applies a warranty period of two years, unless in the offer explicitly mentioned differently or when the warranty period according to the nature of the product is unreasonable.
2. The warranty does not apply, when the defect is accountable to:
  1. inattentiveness of the client;
  2. improper use of the product;
  3. users damage;
  4. intentional damages; or
  5. negligent treatment of the product.
3. The company assumes that a product was defective when the client purchased the product, if the defect manifests itself within six months of purchase, unless the nature of the product opposes this.
4. Within two months after the defect has revealed itself, the client must report this in writing to the company in an unambiguous way, considering the provisions of art. 1 under h of these conditions. In any case, the unambiguous written manner means the completion of the standard form on the website of the company.
5. In case the defect is not reported to the company within two months of the disclosure, the right to warranty expires.

Chapter 4 Specific provisions

Adaptations and alterations
1. Parties consult adaptations of the assignment with each other, if:
  1. alterations appear in the principles or other circumstances that underlie the assignment;
  2. proper fulfillment of the assignment requires additional work. In these consultations the parties take each other’s legitimate interests into consideration.
2. The following circumstances will lead to adaptation of the assignment:
  1. relevant alterations of (government) guidelines or – decisions;
  2. relevant alterations in the program of demands or original assignment;
  3. desired alterations by the client, or a variation on, previously approved activities, or part of a previously approved phase;
  4. extra activities required for the implementation of the assignment.
3. Adaptations and alterations of the assignment are characterized as cost-increasing circumstances mentioned in art. 7 paragraph 4 of these general terms and conditions, where art. 7 paragraph 8 of these general terms and conditions will apply.

Blog
1. The client shall not publish or offer information through (the servers or blog of) the company that conflict with Dutch law. This includes in particular, but not exclusively, offering information without consent of the copyright holder(s), information that is defamatory, threatening, insulting, racist, hateful or discriminating, information that contains child pornography and information that violates the privacy of third parties or results in a form of stalking, as well as hyperlinks, torrents or other references to suchlike information on websites of third parties anywhere around the world (even when the information in the concerning jurisdiction is considered lawful)
2. When a complaint, regarding what is stated in paragraph 1, reaches and is justified by the company, the company is entitled to delete or block the material. Furthermore, the company is in that case entitled to issue personal data of the client to a detector or the authorities. The company shall inform the client of the proceedings.
3. In the event of possible unlawful information, the company is entitled to report this. The company can hand over all relevant information regarding the client and the information to the competent authorities and carry out all other actions that are requested by these authorities in light of the investigation.
4. With repeated (justified) complaints regarding the information provided by the client, the company is entitled to dissolve and/or terminate the agreement.
5. The client indemnifies the company for all damage resulting from the stated above. The company is not liable for any damages whatsoever suffered by the client from the intervention of the company in the light of the complaint procedure, even when the complaint appears to be unjustified and the information is not conflicting with Dutch law.
6. The client refrains herself to obstruct or inflict damage to other clients or internet users. It is prohibited for the client to launch processes or programs, via the server or not, of which the client knows or reasonably should suspect that such obstructs or inflicts damage to the company, other clients or internet users. The company shall inform the client of possible measures.
7. The client will abide to the general accepted conduct rules on the internet or etiquette, as defined in RFC1855 and future adaptations hereof.

Transfer of rights and obligations
1. Parties are not entitled to transfer their rights and obligations resulting from the agreement to third parties without prior consent, in writing, of the other party.

Intellectual property
1. The company will at all times retain the rights to all intellectual properties which arise as a result of the by the company provided services, unless explicitly agreed on otherwise.
2. All rights to intellectual or industrial property, as well as similar rights to information protection, which relate to the by the company provided and by the client received products and/or services, will remain property of the company. Nothing in the agreement concluded or to be concluded with the client will lead to the transfer of such rights, unless explicitly agreed on otherwise.
3. The client incurs only, unless parties explicitly agreed on otherwise, a non-exclusive and non-transferable right of use for the use of the products and results of the services of the agreed targets. The client will comply with such use to the conditions, set out in the general terms and conditions or otherwise imposed to the client.
4. The client is not entitled to use the products and results of the services other than for the use of its related matters.
5. The client is not entitled to multiply and/or disclose the products and results of the services to third parties or the information contained therein or otherwise known to him / her, unless the company explicitly authorizes this in writing.
6. The client will not delete or alter indications of the company or her suppliers regarding copyrights, trademarks, tradenames or other rights to intellectual property.
7. The company guarantees that she is entitled to grant the right of use to the client and indemnifies the client against any claims by third parties in this respect. This provision does not apply if and insofar as the products and / or results of the services have been altered and / or if these have been delivered in conjunction with supplies of third party, unless the client demonstrates in the latter case that the claims of third parties exclusively relate to the products delivered by the company and/or results of the services.
8. In the event of violation of the provisions in the previous paragraphs, the client will owe the company a fine of € 4500,00 per violation, regardless of the other rights of the company to fulfilment, dissolution, compensation and such.

Force Majeure
None of the parties is responsible to the other for any delay, non-performance, loss, damage or injuries resulting from natural disasters or an ‘act of God’, strikes, disqualification, civil uprisings, unrest, war, fire, explosion, sabotage, storm , floods, earthquakes, fog or confiscation of materials and/or troops for national use.

Engagement of Third Parties

The company is authorized to have activities carried out by others under his supervision and leave the management to others with respect to components, without prejudice to his responsibility for the proper compliance with the assignment.
If the proper realization of the activity requires the engagement of one or more third parties, the client will not do this without consulting the company.
The costs of in paragraph 2 mentioned third parties shall be borne at the client, unless explicitly agreed upon otherwise.
If the client appoints several third parties, the client determines which party is responsible for the coordination of the activity and which third party is responsible for managing the process of the activities of the various third parties.
If the client imposes a person to the company, who the company must engage when executing his obligations, the company presents the conditions under which he and the provided person intend to contract to the client who approves and / or accepts them.
With regard to the appointment of several third parties, the applicability of article 7: 404, 7: 407 paragraph 2 and 7: 409 of the Dutch Civil Code is explicitly excluded.

Chapter 5 Dissolution, indemnity and disputes

Right of withdrawal

The client can cancel the distance purchase without giving any reason until a period of 14 days has expired, after:
1. in an agreement to provide services: the day on which the contract is concluded.
2. for a consumer purchase:
  1. the day on which the client or a third party appointed by the client, other than the carrier, has received the product;
  2. the day on which the client or a third party appointed by the client, other than the carrier, has received the last product, when the client ordered several products in the same order that are delivered separately;
  3. the day on which the client or a third party appointed by the client, other than the carrier, has received the last shipment or the last component, when the delivery of a product consists of several shipments or components; or
  4. the day on which the client or a third party appointed by the client, other than the carrier, has received the first item for an agreement which extends to the regular delivery of goods during a certain period.

The client shall exercise the right referred to in paragraph 1 by making an unambiguous statement during the period stated in paragraph 1, considering the provisions of art. 1 part h of these conditions.
If the client makes an unambiguous statement to the company, the company then confirms receipt of this statement by email.
In case the unambiguous statement has not reached the company, the burden of proof of sending lies with the client. The burden of proof lies with the client for the correct and timely exercise of the right referred to in paragraph 1.
The company reserves the right not to accept incomplete or incorrect statements.
Exchanging a product is not possible. The client is free to dissolve an agreement, within the period set in paragraph 1, and to order a new product.

Exclusion of the right of withdrawal
1. The client does not have the right of withdrawal with products:
  1. which have been established by the company in accordance with the client’s specifications;
  2. which clearly are of personal nature;
  3. which, because of their nature, cannot be returned;
  4. being audio and/or video recordings and computer software of which the client has broken the seal or, in the case of online courses, from the moment the client has logged on;
  5. being the delivery of digital content that has not been delivered on a material carrier, insofar as the performance has begun with the express prior permission of the client and the client has declared that he thereby renounces his right of dissolution.
2. The company can only exclude the right of withdrawal as referred to in paragraph 1, in case the company has clearly stated this in the offer, at least timely before the conclusion of the agreement.

Costs in case of dissolution
1. The costs of returning a product, in case of using the right of withdrawal, are for the account of the client.
2. The company reserves, in case of dissolution, the right not to reimburse the entire purchase amount, if the product has been damaged or has been used other than necessary to determine whether the product meets the wishes of the client. Furthermore, the company can charge the part that the client did make use of, in case of online courses.
3. In case the client has paid a purchase amount, the amount will be reimbursed within 14 days after receipt of the product by the company, taking into account what is stated in the provisions of paragraph 2.
4. The client will be informed immediately by email, including the reasons, when the full purchase amount will not be reimbursed. The client can waive the right of withdrawal, if the full purchase amount is not reimbursed, via an unambiguous statement to the company, considering that what is stipulated in art. 1 part h of these conditions.
5. In case the full purchase amount is not reimbursed, the company waits till 14 days after receipt of the product with reimbursing a part of the purchase amount. The client can waive his right of withdrawal until a part of the purchase amount has been reimbursed to his account.
6. In case the client waives the right of withdrawal, the costs for shipping will be borne by the client. After receipt of the shipping costs the product will be returned by the company within 14 days.

Liability
1. The company is liable towards the client for accountable deficiencies. Insofar compliance is permanently not possible this paragraph will only be applicable in respect to the legal regulations on neglect by the debtor.
2. If the company engages another person for execution of the assignment, the company will be similarly liable for his own deficiencies in respect to the provisions in art. 18 paragraph 5 of these general terms and conditions.

Indemnity
1. The company is, in case of accountable deficiencies, only liable for compensation of direct damage.
2. Every liability of the company is limited to the amount that will be paid in the specific situation arising from the concluded liability insurance(s), increased with the amount of the deductible excess which shall be borne by the company in accordance with the policy conditions. If, for any reason whatsoever, no sum is paid out pursuant to this insurance, any liability shall be limited to the honorarium, which is paid for the execution of the assignment.
3. Company cannot be held liable for indirect damages. Indirect damages include:
  1. consequential damage;
  2. loss of profit;
  3. immaterial damage of the client;
  4. missed savings;
  5. business interruptions;
  6. devaluation of products.
4. The client is responsible for the correct delivery of his personal information, such as name, address details and other information required for the correct execution of the agreement. The company cannot be held responsible for damage resulting from incorrect information provided by the client that is required for the proper execution of the agreement.
5. As a starting point for indemnity, the status of the legislation will always be taken at the time of the conclusion of the agreement. The company cannot be held liable for damage resulting from changed legislation after the conclusion of the agreement, unless the company should have known about the change at the time of the agreement.
6. The client is obliged, unless this cannot be required of him due to circumstances, in good consultation, to give the company the opportunity, within a reasonable time of his accountable deficiencies for which the company is liable, to repair the deficiencies or limit/eliminate the consequential damage, without prejudice to the company’s liability for damage as a result of the deficiencies.
7. In determining the compensation in case of exceeding its authority of representation, in addition to the other relevant facts and circumstances, the extent to which the client benefits from the consequences of exceeding its authority is taken into account.
8. If a specific person is called in or prescribed by or on behalf of the client, the company shall not be bound towards the client with respect to the activities of this specific person to a higher amount than, that which the company can bind this person complying with the terms and conditions agreed upon between the company and the person, as accepted or approved by the client. In case the provided person fails and the company has reasonably taken the necessary steps to obtain fulfilment and / or compensation, the client will reimburse the extra costs incurred for the company, insofar as these have not been reimbursed by the provided person. In return the company will, at the first request of the client, cede this claim to the provided person up to the amount reimbursed to him by the client.
9. A compensation based on the above rules does not apply insofar as this compensation is unacceptable in the circumstances, by reason of reasonableness and fairness.

Complaints
1. The company has a sufficiently well-known complaints procedure and handles the complaint in accordance with this complaints procedure.
2. Complaints about the execution of the agreement must be submitted to the company within 14 days, fully and clearly described, after the client has found the deficiencies. Complaints can be referred to the company by means of an unambiguous statement, with respect to the provisions in Article 1 under g of these conditions.
3. Complaints submitted to the company are answered within a period of 14 days from the date of receipt. If a complaint requires a foreseeable longer processing time, the company will reply within the period of 14 days with a notice of receipt and an indication when the client can expect a more elaborate answer.
4. If the complaint cannot be resolved by mutual agreement, a dispute arises that is susceptible to the dispute settlement.

Alterations in the General Terms and Conditions
1. The company has the authority to alter these general terms and conditions.
2. Alterations will only be binding for the client if the company has informed the client of the alterations to the general terms and conditions and fourteen days after such notification have passed, without the client giving the company notice in writing not to agree with the alterations.

Disputes
1. The agreements between the company and the client to which these general terms and conditions apply, are exclusively governed by Dutch law.
2. Any disputes between parties arising from this agreement shall, if not otherwise agreed between the parties, be submitted by the most diligent party to a competent Dutch judge of the place of business of the company.
3. If by judicial decision one or more articles of these conditions are declared invalid, other provisions of these general terms and conditions will remain in full force and company and client will enter into consultation in order to agree on new provisions to replace the void or nullified provisions to comply with, as far as possible, the purpose and intent of the void or voided provisions.
4. In case of discrepancies or differences in interpretation between the English and Dutch version of this Agreement, the original Dutch version will prevail.