These general terms and conditions were drawn up in Dutch. In the event of any discrepancy between the Dutch and the English text, the Dutch version prevails.
Article 1. | Definitions
In these general terms and conditions, the following terms are used with the meanings set out below, insofar as the nature or purport of the provisions does not dictate otherwise.
1. Recreate: Recreate BV, the user of these general terms and conditions, registered in the Commercial Register under Chamber of Commerce number 42112419, having its registered office in Almelo and its place of business at Landweer 2 in Almelo.
2. Client: any natural or legal person, acting at least in the exercise of a profession or business, with whom Recreate has concluded or intends to conclude an agreement.
3. Agreement: any agreement concluded between Recreate and the client, by which Recreate has bound itself towards the client to perform work, provide services and/or deliver products.
4. Work: all work to be performed and/or services to be provided by or on behalf of Recreate within the framework of the agreement, which may include, without limitation, the development and production of custom software, innovative software, apps, websites, virtual reality and augmented reality, as well as the provision of services on the basis of Service Level Agreements, along with training courses, instructions and advisory services.
5. Products: all goods to be delivered to the client within the framework of the agreement, such as VR headsets, PCs and TV kiosks.
6. Software: all programs to be designed for the client and/or delivered to the client within the framework of the agreement, including apps, websites and other programs or parts thereof, all in the broadest sense of the word.
7. In writing: both traditional written communication and communication that can be stored on a durable data carrier, such as communication by e-mail.
Article 2. | General provisions
1. These general terms and conditions apply to every offer made by Recreate and to every agreement concluded.
2. These general terms and conditions also apply to agreements for the performance of which third parties are involved.
3. The applicability of the general or differing terms and conditions of the client is expressly rejected.
4. The provisions of these general terms and conditions may only be deviated from in writing. If and insofar as what the parties have expressly agreed in writing deviates from the provisions of these general terms and conditions, what the parties have expressly agreed in writing shall prevail.
5. The annulment or nullity of one or more of the present provisions does not affect the validity of the remaining provisions. Should this occur, the parties are obliged to enter into mutual consultation in order to agree a replacement arrangement for the affected provision. In doing so, the object and purport of the original provision shall be observed as far as possible.
Article 3. | Offer and formation of the agreement
1. Unless a period for acceptance is stated therein, every offer made by Recreate is without obligation.
2. The client cannot derive any rights from an offer made by Recreate that is based on incorrect or incomplete information provided by the client. Nor can the client derive any rights from an offer made by Recreate that contains an obvious error or mistake.
3. Offers made by Recreate do not automatically apply to follow-up agreements. Insofar as no changes have been made to them, however, these general terms and conditions do apply to follow-up agreements, without Recreate being obliged to provide these terms and conditions to the client again each time.
4. Every agreement is formed by offer and acceptance. If the client's acceptance deviates from Recreate's offer, the agreement is not formed in accordance with that differing acceptance, unless Recreate indicates otherwise. Oral offers by Recreate do not bind Recreate until after its written confirmation.
5. A composite price quotation does not oblige Recreate to perform part of the offer against a corresponding part of the stated price.
6. If the client concludes the agreement on behalf of another natural or legal person, it declares by entering into the agreement that it is authorised to do so. In addition to that (legal) person, the client is jointly and severally liable for the fulfilment of the obligations under that agreement.
Article 4. | Periods and third parties
1. Recreate shall at all times use its best efforts to meet the performance and/or delivery periods agreed between the parties. These periods are, however, to be regarded solely as indicative, non-final periods. Recreate's default does not arise until after the client has given Recreate written notice of default, granting Recreate a reasonable period to still perform the agreement, and performance is still lacking after the expiry of that latter period.
2. Agreed performance and delivery periods do not commence until after Recreate has received from the client all information required for the performance of the agreement.
3. Recreate is at all times entitled to entrust the performance of the agreement wholly or partly to third parties. The applicability of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is excluded. Except in the case of intent or deliberate recklessness on its part, Recreate is not liable for any shortcomings of third parties involved by it in the performance of the agreement.
4. These terms and conditions have also been stipulated for the benefit of Recreate's auxiliary persons; the third parties referred to in the previous paragraph. Accordingly, these auxiliary persons may, insofar as the rights and/or obligations are by their nature not exclusively reserved to Recreate, invoke the provisions set out in these general terms and conditions against the client.
Article 5. | Obligations of the client
1. If and insofar as this is necessary for the proper setup and/or performance of the agreement, the client is always obliged, whether or not at Recreate's request, to make available to Recreate, as promptly as required for the performance of the agreement, all information and items, which may include documents and (other) data (files), in the manner prescribed by Recreate. The client further grants Recreate all powers and authorisations reasonably necessary for the proper performance of the agreement.
2. Furthermore, the client shall always provide Recreate with all cooperation required for the performance of the agreement. The client shall take all reasonable measures to optimise the performance of the agreement.
3. Furthermore, the client is obliged to inform Recreate as soon as possible of all facts and circumstances that reveal themselves, whether or not after the formation of the agreement, and of which it is reasonably apparent that those facts or circumstances affect the timely and/or proper performance or continuation of the agreement.
4. If and insofar as the agreement is performed at the client's premises or another location designated by the client, the client warrants that the persons deployed by Recreate always obtain timely access to that location and that they can make free use of all facilities present there and reasonably desired.
5. If the client fails to fulfil its obligations under the preceding paragraphs in a timely or proper manner, Recreate is entitled, without prejudice to the provisions of the remainder of these general terms and conditions, to suspend the performance of the agreement and to charge on to the client any delay and waiting hours, as well as any related additional costs to be incurred.
Article 6. | Design and production of software
1. This article applies, without prejudice to the provisions of the remainder of these general terms and conditions, to agreements under which Recreate has bound itself, to a greater or lesser extent, to producing software on the client's instructions, including the production of videos and photos.
2. In the event of full or partial cancellation by the client of an agreement as referred to in this article, the client is obliged to reimburse Recreate for all expenses reasonably incurred and still to be incurred with a view to the performance of the agreement, all this without prejudice to Recreate's right to claim compensation for loss of profit, as well as for the other damage resulting from the cancellation.
3. Recreate shall perform the agreements referred to in this article to the best of its insight and ability and in accordance with the standards of good workmanship. However, insofar as the nature and/or purport of the obligation does not imperatively preclude this, Recreate binds itself solely to a best-efforts obligation. Thus, Recreate cannot guarantee that the (sales) results the client sought to achieve with the aid of the software developed by Recreate will be achieved by the client.
4. If it has been agreed that the agreement will be performed in phases, Recreate may suspend the performance of those parts belonging to a subsequent phase until the client has approved the results of the preceding phase in writing.
5. Properties of software to be designed and produced that are stated in the offer or in concept designs may deviate on minor points from what is actually delivered. Minor points include, among other things, all slight deviations in properties, including colours, sizes, quantities and functionalities, which the client should reasonably tolerate. The presence of such deviations does not give the client grounds to suspend its obligations under the agreement, to dissolve the agreement in whole or in part, or to claim compensation or any other form of redress. Deviations that, taking all circumstances into account, reasonably have no or only a minor effect on the utility value of what has been delivered are always deemed to be deviations of minor significance.
6. Delivered final designs are deemed to conform to the agreement if they have been produced in accordance with the concept designs approved by the client or, in the absence of concept designs, the order specifications provided by the client.
Article 7. | Amendment of the assignment and additional work
1. If, during the performance of the agreement, it appears that in order to properly complete it, it is necessary to amend or supplement the agreement, the parties shall proceed to adapt the agreement in a timely manner and in mutual consultation. If the nature, scope and/or content of the agreement is amended in qualitative and/or quantitative terms, this may have consequences for what was originally agreed. As a result, an originally agreed fixed price may be increased or decreased. Recreate shall provide a price quotation for this in advance as far as possible.
2. In the event of additions or changes to what has been agreed that are desired by the client, the related additional costs are for the client's account. Recreate shall inform the client in a timely manner of the need to pass on the costs referred to here, unless the client should have understood this need of its own accord.
3. An amendment of the agreement may change the originally stated period of performance. The client accepts the possibility of amendment of the agreement, including the change in price and period of performance. If the agreement is amended or supplemented, Recreate is entitled not to perform it until after the client has agreed to the adjusted price and other conditions, including the time still to be determined at which (further) performance of the agreement will be given. The failure to perform the amended agreement, or to do so immediately, likewise does not constitute a shortcoming on the part of Recreate and is not a ground for the client to dissolve the agreement.
4. If, after the conclusion of the agreement, cost-increasing circumstances arise or come to light which, on the basis of information incorrectly provided by the client, can be attributed to the client, the additional costs are for the client's account, unless Recreate ought to have discovered the incorrectness of the information provided by the client before determining the price. Recreate shall inform the client in a timely manner of the need to pass on the costs referred to here.
5. Without thereby being in default, Recreate may refuse a request to amend the agreement if performance of the amended agreement cannot reasonably be required of it.
6. Agreements for additional work take place, subject to the provisions of the remainder of this article, in consultation and are recorded in writing as far as possible.
Article 8. | Delivery of products
1. If, within the framework of the agreement, products are delivered to the client or to a third party designated by the client, such as VR headsets, PCs or TV kiosks, this article applies, without prejudice to the provisions of the remainder of these general terms and conditions.
2. Unless expressly agreed otherwise, delivery of the products takes place by delivering them to the delivery address specified by the client. In the absence of a delivery address, the invoice address is regarded as the delivery address.
3. Unless expressly agreed otherwise, Recreate determines the method of transport and the packaging of the products.
4. The risk of loss of and damage to the products passes to the client at the moment the products are received by the client or a third party designated by the client.
Purchase
5. The client is obliged to take delivery of the purchased products at the moment they are made available to it or delivered to it. If the client refuses to take delivery of the products for any reason whatsoever, or is negligent in providing information or instructions necessary for the delivery, the products shall, without prejudice to the other rights accruing to Recreate, be stored for the account and risk of the client after Recreate has warned the client thereof. In that case the client owes, in addition to the purchase price, reasonable costs for the storage of the products.
6. Recreate is permitted to deliver orders in instalments. If orders are delivered in instalments, Recreate is entitled to invoice each instalment separately.
Rental
7. The agreement for the rental of products is entered into for an indefinite period, unless it has been expressly agreed that the agreement is entered into for a definite period. If the agreement has been entered into for a definite period, the agreement ends by operation of law upon the expiry of that definite period.
8. A rental agreement entered into for an indefinite period ends by notice of termination.
9. Unless expressly agreed otherwise, the client shall make the products available to Recreate again at Recreate's premises no later than the day on which the rental ends, or no later than 24 hours after the agreement has been terminated.
10. If the products are not made available to Recreate again in a timely manner, Recreate is entitled to charge the client an additional rental price in proportion to the delay, without prejudice to Recreate's right to claim full compensation.
11. The client declares that it has received the products in the condition in which the products were delivered. If the condition of the products has been recorded between the parties in writing or otherwise, the client declares that it has received the products accordingly.
12. The client shall care for the products as a diligent lessee. The client must use the products in accordance with the intended purpose of the products.
13. Except for normal wear and tear, the client must keep the products, during the period that the products are made available to it, in the same condition as that in which the products were delivered to it.
14. If Recreate provides the client with instructions regarding the use of the products, the client is obliged to follow those instructions.
15. The client is not permitted, without Recreate's prior written consent, to sublet the products or otherwise make them available to third parties.
16. Any damage, loss, misappropriation, theft or disappearance of the products must, upon discovery thereof by the client, be reported to Recreate without delay.
17. Until the products have actually been made available to Recreate again after the end of the rental, all risk of loss of and damage to the products is for the account of the client, also insofar as the products are, whether or not with Recreate's consent, actually wholly or partly in the power of a third party.
18. Full or partial surrender or transfer of the use of the products, whether free of charge or for consideration, or otherwise, is not permitted. Without prejudice to the provisions of the previous sentence, the client in any event bears, in relation to Recreate, the responsibility and the risk for the conduct of the person(s) to whom the client may have transferred or left the actual power over the products wholly or partly, for a shorter or longer period.
19. The client is obliged to insure the products with a reputable insurance company against all insurable damage, including fire and theft, and to keep them insured until their return to Recreate. The rights of the client vis-à-vis the insurer arising from these insurance agreement(s) are hereby already assigned in advance by the client to Recreate. At Recreate's request, the client is obliged to place the insurance policy/policies in Recreate's possession upon receipt thereof and to make all premium receipts available to Recreate for inspection within five days of the premium falling due.
20. The client is fully liable for all damage caused or arising to the products during the rental, unless it proves that this damage is the result of a hidden defect in the products, which defect already existed when the agreement was entered into. The client is in any event liable for damage due to loss, disappearance, misappropriation, theft, damage and alienation of the products.
21. If the products, except for normal wear and tear, are returned by the client in a poorer condition than that in which they were made available to the client at the start of the rental, the client is liable for all repair and restoration costs incurred by Recreate, without prejudice to Recreate's right to claim loss of rental income.
22. The client indemnifies Recreate against all third-party claims, of whatever nature, relating to the use of the products by or on behalf of the client. The client is obliged to reimburse all reasonable costs of defence against such claims.
23. In the event of loss, disappearance, alienation, theft or misappropriation of the products, the client is obliged to reimburse the sales price of the products applicable at that time, without prejudice to the other rights accruing to Recreate.
24. Any deposit paid by the client may be set off by Recreate against Recreate's claims on the client.
Article 9. | Continuing performance agreements
1. This article applies, without prejudice to the provisions of the remainder of the general terms and conditions, to agreements under which the parties have bound themselves towards each other, for a definite or indefinite period, to performing continuous, successive or recurring services, such as with licence agreements entered into for a definite or indefinite period, as well as Service Level Agreements.
2. After the end of a licence agreement, the client must cease and refrain from any use of the software, and Recreate is entitled to take all measures to achieve this; all copies, including backup copies of the software, must be removed from the client's systems.
3. Licences subject to a continuing performance agreement are not transferable by the client. The client is not permitted to sell, rent out, alienate or grant limited rights in the software and the data carriers on which the software is installed, or to make them available to third parties in any manner or for any purpose whatsoever, not even if the third party concerned uses the software solely for the benefit of the client.
4. The client is permitted to make a backup copy of the software. Use of backup copies other than in combination with the original software is not permitted.
5. The client undertakes to use the software at all times in accordance with the instructions delivered or made available with it. The client is deemed to know or to be able to know that improper use of the software may cause damage, for which it alone bears liability.
6. If Recreate has secured the software by means of technical measures, the client is not permitted to remove, alter or circumvent this security.
7. Unless expressly agreed otherwise, continuing performance agreements are entered into for a definite period. After the expiry of the agreed term, continuing performance agreements are always tacitly renewed for a term equal to the original term, unless the agreement is terminated in a timely manner in accordance with paragraph 8 or unless expressly agreed otherwise.
8. Termination must be given in writing, observing a notice period of one month. Termination takes effect at the end of the month.
9. If the client's notice of termination is not received by Recreate in a timely manner, the continuing performance agreement ends on the next possible end date.
10. If the client, after repeated request, fails to comply with its payment obligation, Recreate is entitled to suspend or dissolve the continuing performance agreement with immediate effect, without prejudice to its right to claim performance of the agreement. In the event of suspension, performance of the agreement is only resumed once the full amount due has been paid. The suspension of Recreate's services is only lifted after the client has, within a period set by Recreate, nevertheless fulfilled its obligations.
11. After the expiry of the agreed term, Recreate is always entitled to change the agreed price in respect of a continuing performance agreement. Recreate shall notify the client of a price increase no later than two months before the price increase takes effect. The price increase shall be in line with the market and approximately equal to inflation.
Article 10. | Complaints
1. Work is deemed to have been delivered if:
- what has been delivered has been taken into use by the client;
- Recreate has informed the client that the work has been completed, or it is reasonably apparent to both parties that the work has been completed. If the client takes part of what has been delivered into use, or part of the work must be regarded as delivered, then that part is deemed to have been delivered.
2. After delivery of the work, the client must immediately investigate whether Recreate has properly performed the agreement. Complaints must be reported to Recreate immediately after delivery.
3. In the event of delivery of products, the client must, at the moment of delivery of the products, immediately investigate whether the nature and quantity thereof conform to the agreement. If, in the client's opinion, the nature and/or quantity of the products does not conform to the agreement, the client must notify Recreate thereof without delay at the moment of delivery. In the case of non-visible defects, the client must notify Recreate thereof in writing within seven days after it became aware, or reasonably should have become aware, of the existence of the defect.
4. If the client does not complain in a timely manner, no obligation whatsoever arises for Recreate from such a complaint by the client.
Article 11. | Force majeure
1. Recreate is not obliged to fulfil any obligation under the agreement if and for as long as it is prevented from doing so by a circumstance that cannot be attributed to it under the law, a legal act or generally accepted standards.
2. If and insofar as the force majeure situation makes performance of the agreement permanently impossible, the parties are entitled to dissolve the agreement with immediate effect.
3. If, at the onset of the force majeure situation, Recreate has already partly fulfilled its obligations, or can only partly fulfil its obligations, it is entitled to invoice the part already performed, or the performable part of the agreement, separately, as if it concerned a separate agreement.
4. Damage as a result of force majeure is, without prejudice to the application of the previous paragraph, never eligible for compensation.
Article 12. | Suspension and dissolution
1. If the circumstances justify this, Recreate is entitled to suspend the performance of the agreement or to dissolve the agreement, in whole or in part, with immediate effect, if and insofar as the client fails to fulfil its obligations under the agreement, or fails to do so in a timely or complete manner, or if circumstances that have come to Recreate's knowledge after the conclusion of the agreement give good grounds to fear that the client will not fulfil its obligations.
2. If the client is in a state of bankruptcy, any attachment has been levied on its goods, or in cases where the client is otherwise unable to freely dispose of its assets, Recreate is entitled to dissolve the agreement with immediate effect, unless the client has already provided sufficient security for the payment(s).
3. Furthermore, Recreate is entitled to dissolve the agreement if and insofar as circumstances arise that are of such a nature that performance of the agreement is impossible or that its unaltered continuation cannot reasonably be required of Recreate.
4. The client is not entitled to any form of compensation in connection with the right of suspension and dissolution exercised by Recreate on the basis of this article.
5. Insofar as this can be attributed to it, the client is obliged to compensate the damage that Recreate suffers as a result of the suspension or dissolution of the agreement.
6. If Recreate dissolves the agreement on the basis of this article, all claims on the client are immediately due and payable.
Article 13. | Prices and payments
1. All prices stated by Recreate are exclusive of VAT, unless expressly stated otherwise.
2. If, after the formation of the agreement, increases occur in VAT rates or other government levies, Recreate is entitled to change the agreed prices accordingly.
3. Recreate is furthermore entitled to pass on to the client price increases of cost-determining factors that reveal themselves after the formation of the agreement. If the price increase takes place within three months of the formation of the agreement, the client has the option to dissolve the agreement.
4. Recreate is at all times entitled to require that the agreed price be paid in whole or in part by means of advance payment. In the case of a consumer purchase, Recreate is entitled to require that a maximum of 50% of the agreed price be paid by means of advance payment. Recreate is not obliged to (further) perform the agreement until after the required advance payment has been received by Recreate.
5. Unless expressly agreed otherwise, Service Level Agreements are invoiced annually, and licences granted on the basis of a continuing performance agreement are invoiced monthly.
6. Unless expressly stated otherwise, all payments are made by bank transfer, within 14 days of the invoice date, in the manner prescribed by Recreate.
7. If timely payment fails to occur, the client is in default by operation of law. From the day the default arises, the client owes statutory interest on the outstanding amount, whereby part of a month is regarded as a full month.
8. Complaints regarding invoice amounts never suspend the client's payment obligation.
9. In the event of liquidation, bankruptcy or suspension of payment of the client, the claims on the client are immediately due and payable.
10. All reasonable costs, whether judicial, extrajudicial or enforcement costs, incurred in obtaining amounts owed by the client, are for the client's account.
Article 14. | Liability and indemnification
Except in the case of intent or deliberate recklessness on the part of Recreate, Recreate bears no liability for any damage as a result of the use of the software delivered by it. In particular, Recreate bears no liability in the cases referred to in the remainder of these general terms and conditions.
The client bears the damage caused by:
- an inaccuracy in the information provided by the client;
- any other shortcoming in the fulfilment of the client's obligations arising from the law, the agreement or these general terms and conditions;
- any other circumstance that cannot be attributed to Recreate.
Except in the case of intent or deliberate recklessness on the part of Recreate, it is never liable for damage as a result of loss, mix-up or corruption of data and other information. Recreate is never liable for damage as a result of infringements by third parties on the software delivered by Recreate, whether or not as a result of insufficient security thereof.
The client is itself responsible for the use of the software and the interpretation of the information made available thereby. Recreate accepts no liability whatsoever in this respect.
Recreate warrants solely the presence of functionalities of the software that have been expressly agreed. The absence of functionalities of the software that have not been expressly agreed cannot be regarded as a shortcoming on the part of Recreate and does not give the client any right to dissolution of the agreement, compensation or any other form of redress.
Errors (bugs) in the software may occur at any time and are, as far as possible, remedied as soon as possible after they have come to Recreate's knowledge. Recreate cannot reasonably bear any liability for the presence of bugs in the software, and any such liability is rejected.
Recreate is never liable for damage arising because the client has not installed updates of the software, or has not done so in a timely or correct manner.
Recreate's liability is excluded with regard to infringements of third-party rights that are caused by the use of the software in a form not modified by Recreate, in combination with software not delivered or provided by Recreate, or in a manner other than that for which the software was developed or intended.
Recreate is not liable for damage as a result of maintenance to be carried out on servers and other systems on which Recreate's services depend.
Except in the case of intent or deliberate recklessness on the part of Recreate, Recreate is not liable for damage as a result of programming errors within the software. Furthermore, Recreate is not liable for viruses or other harmful components that cause damage to the hardware or software of the client or third parties.
Recreate uses all reasonable efforts to secure the delivered software and its systems against any form of unlawful use by third parties. However, Recreate is never liable for infringement of the (intellectual property) rights of the client by third parties.
Insofar as Recreate, within the framework of the agreement, is dependent on the cooperation, services and supplies of third parties over which Recreate can exercise little or no influence, Recreate can in no way be held liable for any damage whatsoever arising from these relationships with Recreate or the severance thereof, regardless of whether this damage arises or becomes apparent during the relationship with Recreate.
In the event of an attributable shortcoming in the performance of the agreement, Recreate is, without prejudice to the application of the remainder of these general terms and conditions, only liable for substitute compensation up to the invoice amount. If the agreement has a duration of more than six months, only the last six months of the agreement are taken as the basis for determining the invoice amount. Any liability of Recreate for any other form of damage is excluded, including compensation for indirect and consequential damage, such as damage due to loss suffered, lost turnover or profit and business stagnation.
Recreate is not liable for damage caused by the client or by third parties to delivered software in an evident attempt to maintain it.
Without prejudice to the provisions of the remainder of these general terms and conditions, the limitation period for all claims and defences against Recreate is one year.
Except in the case of intent or deliberate recklessness on the part of Recreate, the client shall indemnify Recreate against all third-party claims, on whatever grounds, in respect of compensation for damage, costs or interest, relating to the performance of the agreement by or on behalf of Recreate, as well as the use of the software and products delivered by or on behalf of Recreate.
Article 15. | Confidentiality
1. Recreate shall, subject to the provisions of the following article, not provide any personal data of the client to third parties without a statutory obligation to do so. This also applies to any other confidential information provided to Recreate for the purpose of performing an agreement.
2. Recreate is free to refer, for promotional purposes and as a reference, to the end products or designs delivered to the client, unless expressly agreed otherwise.
3. Recreate reserves the right to use the knowledge gained through the performance of the agreement for other purposes, insofar as no confidential information of the client is thereby brought to the knowledge of third parties.
Article 16. | Right of use and retention of title
1. With regard to delivered software, Recreate grants the client a non-exclusive right of use. The client is not permitted:
- to reverse engineer or decompile the source code of the software, or otherwise make changes to the software insofar as that is incompatible with the purpose for which the software was delivered to the client;
- to remove or render illegible any indications of Recreate as the rightholder of the software or parts thereof.
2. The client only becomes the owner of, or only obtains the right of use to, the delivered products and/or software from the moment it has fulfilled all its obligations towards Recreate.
3. The client is prohibited from selling, pledging or otherwise encumbering products subject to the retention of title.
4. If third parties levy attachment on the products subject to the retention of title, or wish to establish or assert rights thereto, the client is obliged to notify Recreate thereof as soon as possible.
5. The client gives unconditional consent to Recreate, or to third parties designated by Recreate, to enter all those places where the products subject to the retention of title are located. In the event of the client's default, Recreate is entitled to take back the products referred to here. All reasonable costs related thereto are for the client's account.
6. If the client, after the sold products have been delivered to it by Recreate, has fulfilled its obligations, the retention of title with regard to these products revives if the client fails to fulfil its obligations under a subsequently concluded agreement.
Article 17. | Intellectual property
1. Recreate, or its licensors, reserve the industrial and intellectual property rights in all software and designs produced and/or delivered by them, in whatever form. The client is prohibited from (having others) reproduce, duplicate or use the software, designs or parts thereof in a manner other than that provided for in the agreement.
2. The ownership of ideas, concepts or (draft) designs provided by Recreate remains entirely with Recreate, unless expressly agreed otherwise in writing. In the latter case, Recreate may stipulate a fee for this. In the event of a proven infringement of the aforementioned ownership, Recreate is entitled to charge a reasonable fee to be determined by Recreate itself.
3. All intellectual property rights in manuals and other documentation, as well as amendments thereto, rest at all times with Recreate. The client obtains solely the non-exclusive rights of use of the software and the powers granted to it by means of these general terms and conditions.
Article 18. | Final provisions
1. Dutch law applies exclusively to every agreement and all legal relationships arising between the parties therefrom.
2. The parties shall not appeal to the courts until they have made optimal efforts to settle the dispute in mutual consultation.
3. All disputes arising directly or indirectly from the agreement or related thereto may be submitted exclusively to the competent court in the district of Oost-Nederland (East Netherlands).