1. DEFINITIONS

1.1 “KDV”: the private company “KDV – LANGUAGE & MORE”, which has its registered office at Bremberg  37, B-2370 Arendonk, registered in the Register of Legal Persons in Antwerp, Division of Turnhout under number 0827.454.639 and known to the VAT administrative services under number BE0827.454.639.

1.2 “General Terms and Conditions”: these General Terms and Conditions of Contract, of Sale and of Delivery, which can also be consulted at https://www.kdv-language.be/en/general-terms-and-conditions/.

1.3 “Client”: any (legal) person who sends a request for a quotation to, places an order with and/or orders a service from KDV [on his, her or its own behalf and/or account] and anybody who sends a request for a quotation to, places an order with and/or orders a service from KDV in name or for the account of another (legal) person, regardless of whether said (legal) person relates to KDV as an end client or as a principal contractor.

1.4 “Complaint Email”: an email sent to info@kdv-language.be stating the invoice number and all reference numbers (in so far as they are applicable) stated in the written agreement between KDV and the Client, the order confirmation issued by KDV and/or the invoice issued by KDV, accurately identifying the services and containing a detailed report of the non-conformity.

1.5 “Conformity of the Service” (exhaustive definition): delivery of the correct (types of) services in accordance with the written agreement between KDV and the Client or, if there is no such agreement, in accordance with the order confirmation issued by KDV. If there is neither a written agreement between KDV and the Client nor an order confirmation issued by KDV, the accuracy of the (types of) services is evaluated on the grounds of the order placed by the Client and accepted by KDV.

1.6 “Intellectual Property Rights”: any intellectual, industrial and other property rights (regardless of whether they are registered or not), including but not limited to copyright, neighbouring rights, drawings, models or applications for registration as a drawing or model, patents, applications for patents, domain names, know-how and rights to database rights, computer programs and semi-conductors.

 

  1. APPLICABILITY

2.1 Notwithstanding any communication to the contrary in the past or the future, the Client accepts, by sending a request for a price quotation, that he, she or it places an order and/or concludes an agreement with KDV, that only the following current and future standards apply to any contractual, pre-contractual and non-contractual legal relationships between KDV and the Client (in  order of priority, every next one in line applies if the previous one is omitted or tacit): (1) the written agreement between KDV and the Client; (2) the written order confirmation issued by KDV; (3) these General Terms and Conditions; (4) Article 4-88 of the Vienna Sales Convention; (5) the Unidroit Principles; (6) Belgian law, to the exclusion of Articles 1-3 and 89-101 of the Vienna Sales Convention.

KDV explicitly rejects any other terms and conditions and/or standards, such as the Client’s general and/or special terms and conditions and these do not apply. Other (derogating) terms and conditions only apply if KDV explicitly signs such (derogating) terms and conditions in acceptance. Such derogations signed explicitly in acceptance only apply to the agreement or the project to which they relate and cannot be invoked with regard to any other, even similar agreements or projects.

2.2 Any nullity of one of the provisions or part of a provision of these General Terms and Conditions does not prejudice the applicability of the other provisions and/or the rest of the provision. If one (or part of the or a) provision(s) is null and void, KDV and the Client shall, where possible and in accordance with their loyalty and conviction, negotiate to replace the null and void provision with an equivalent provision which corresponds to the general spirit of these General Terms and Conditions.

2.3 KDV reserves the right to change and/or amend these General Terms and Conditions at any time.

 

  1. REQUESTS FOR QUOTATIONS, PRICE QUOTATIONS, ORDERS AND ORDER CONFIRMATIONS

3.1 Requests for price quotations and/or orders must always be submitted in writing and by email to info@kdv-language.be. Orders by telephone must be confirmed at the same email address in writing within 24 hours following the telephone conversation.

3.2 Price quotations are only valid for 3 months. Any offers and price quotations by KDV are in any event subject to contract and should only be regarded as an invitation to the Client to place an order.

3.3 If the Client orders only part of the services provided for in the quotation, KDV is entitled to refuse such order or to revise the prices as recorded in the quotation.

3.4 Any agreement between KDV and the Client only comes into effect once a person authorised to legally bind KDV confirms the Client’s order in writing and/or electronically or once KDV starts up the performance of the order.

3.5 Any service delivery not explicitly provided for in the written agreement between KDV and the Client or, if there is no such written agreement, in the order confirmation issued by KDV, is regarded to be an additional order and/or additional work at the Client’s request and shall be charged to the Client as such.

3.6 Any orders and order acceptances by the Client are irrevocable, subject to provisions to the contrary in the General Terms and Conditions.

3.7 KDV is free to choose the parties with whom or with which it wishes to conclude an agreement and is always entitled to set a minimum invoice amount.

3.8 KDV is entitled to demand a deposit or full payment in advance. In this case, the obligations of KDV towards the Client are fully suspended without any right of recourse against KDV as long as the relevant amount has not been paid in full.

 

  1. PRICE AND COSTS

4.1 All prices include VAT and are expressed in Euro.

A customised price is calculated separately for each project. It only applies to that particular project and therefore does not apply to any other, even similar projects.

4.2 If there is a delay, KDV is entitled to increase the prices stated in the written agreement or, if there is no such agreement, in the order confirmation issued by KDV or, if there is no such agreement nor such order confirmation, in the order placed by the Client and accepted by KDV. “Delay » is understood to mean, among other things (merely exemplary list): late payment; delays caused by the Client, his, her or its suppliers and/or other third parties due to which KDV needs to postpone the start of its operations; failure on the part of the Client to fulfil the obligations stated in Articles 8 and 12 of these General Terms and Conditions; etc.

4.3 KDV is entitled to charge the Client higher prices or a surcharge in case of urgency.

4.4 Subject to a written agreement stating otherwise, the (total) prices stated in the price quotation and/or agreement or, if there is no such quotation or agreement, in the order confirmation issued by KDV constitute an estimate and apply for informative purposes only. The final total price shall always be calculated and charged based on the services actually delivered and hours actually worked.

4.5 In principle, the quotation and/or agreement and/or order confirmation states a fixed price per text, a fixed price per word and an hourly rate. In the case of a fixed price per text (copywriting), the Client is entitled to a second, revised version. If the Client formulates any additional comments after having received the revised version, such work is invoiced at an hourly rate of EUR 68.00, even though this hourly rate was not stated in the initial price quotation, agreement or order confirmation.

4.6 If KDV must take into account specific requirements by the Client, the Client must communicate these explicitly, KDV must accept them and KDV is at all times entitled to charge a surcharge for this.

4.7 Increases in wages, salaries, social security costs and costs and taxes imposed by the authorities occurring between the time when the agreement was concluded in accordance with Article 3.4 of these General Terms and Conditions and final delivery of the services, entitle KDV to proportionately increase the price agreed.

4.8 KDV is at all times entitled to request the Client for a deposit, full payment in advance (which may or may not be provisional), a bank guarantee or other payment security before proceeding to fulfil its obligations towards the Client.

 

  1. OBLIGATIONS OF KDV

5.1 In general terms, the obligations of KDV are limited to fulfilling its obligations as outlined in the written agreement between KDV and the Client to the best of its ability or, if there is no such written agreement, in the order confirmation issued by KDV. If neither a written agreement between KDV and the Client nor an order confirmation issued by KDV and KDV has already started performing the order, the responsibility of KDV remains restricted to performing the Client’s written order to the best of its ability. KDV shall perform any assignments to the best of their ability and with the care that may reasonably be expected of KDV. If the Client has provided KDV with incorrect or incomplete information, KDV shall not be liable for any resulting damage or loss.

5.2 More specifically, KDV considers the words, expressions and spelling used by recognised dictionaries as correct for  translation purposes. Nevertheless, the Client can communicate a specific preference for a certain spelling or choice of words to KDV in advance. Such preference must be communicated before KDV performs the services. The Client shall provide the information necessary to properly perform the services requested when the agreement commences. If the Client provides specific abbreviations in the text to be translated he, she or it is requested to communicate the meaning. In the case of specific information technology terms or legal terminology, the Client is requested to give his, her or its preference; if not, there is a chance that (English) technical terms are not translated into the language requested.

5.3 Drafts which KDV may draw up are presented to the Client for approval. KDV bears no responsibility whatsoever regarding such drafts.

5.4 Subject to a written agreement to the contrary, KDV is entitled to make changes and/or perform additional services which prove necessary during the performance of the contractually provided services. Such changes and additional services shall be charged automatically and are presumed to have been accepted by the Client.

5.5 KDV fulfils its obligations under the Agreement on a self-employed basis and fully independently. Any guidelines provided by the Client regarding service delivery shall be aimed solely at effectively implementing the contractual arrangements, without intervening in the manner in which they are implemented, since KDV is the sole person to decide on this.

 

  1. DELIVERY OF THE SERVICES PURCHASED

6.1 Subject to an explicit agreement to the contrary and without prejudice to Article 6.2 of these General Terms and Conditions, the services are delivered at the time set in the written agreement between KDV and the Client or, if there is no such written agreement, in the order confirmation issued by KDV or, if there is neither a written agreement nor an order confirmation, in the order placed by the Client and accepted by KDV.

6.2 Any delivery periods stated are always indicative and do not form an essential part of the obligations of KDV towards the Client, neither in accordance with the written agreement between KDV and the Client, nor in accordance with the order confirmation issued by KDV.

Changes to the Client’s request for a price quotation and/or his, her or its order, changes to the written agreements between KDV and the Client, changes to the order confirmation issued by KDV and changes to the Client’s timing and/or that of the additional work automatically cause the set anticipated delivery periods to lapse.

If the indicated delivery period is exceeded, KDV and the Client shall agree to a reasonable additional period.

No instance of a period being exceeded, either of the original, or of any additional period(s), gives cause for payment of any compensation for damages, nor for the termination of the agreement between KDV and the Client.

6.3 In any event, KDV is not liable for any delays due to late delivery and/or any defaults on the part of the appointees of KDV, the Client, any of the Client’s producers and/or suppliers and/or any other third party.

6.4 KDV is entitled to deliver the services in various parts. Partial delivery cannot give cause for payment of any compensation for damages, nor for the termination of the agreement between KDV and the Client.

 

  1. SUBCONTRACTING

7.1 KDV is entitled to subcontract (part of) the work agreed.

7.2 If KDV acts as a subcontractor, KDV has a right of direct action against the principal, in the amount of the sum which the latter owes to the contracting partner-principal contractor at the time that the direct action is instituted.

7.3 If KDV acts as a subcontractor, KDV also has a pledge right to any claims for payment by the contracting partner-principal contractor arising from the agreement for services relating to the work for which KDV was engaged as a subcontractor.

7.4 The direct action referred to in Article 7.2 of these General Terms and Conditions and the pledge right included in Article 7.3 of these General Terms and Conditions relate not only to any relevant claims for payment but also to any ancillary sums, such as (but not limited to) late payment interest and any compensation by virtue of a penalty clause.

 

  1. INFORMATION AND EXAMPLES

8.1 The Client is presumed to be familiar with all the characteristics of the services which he, she or it has ordered. The Client can derive no right whatsoever from the information (including drafts and other documentation) and/or examples which KDV may provide at its own initiative or at the Client’s request.

8.2 The Client bears the exclusive and full responsibility of determining whether the services are suitable and whether they meet all quality requirements regarding the use and/or the objectives for which the Client has ordered the services or wishes to use them.

For this purpose, the Client shall provide the necessary information as outlined in Article 5.2 of these General Terms and Conditions.

The Client hereby has the explicit obligation to verify the information obtained in this manner, relating to such matters as the accuracy of the information obtained, the comprehensiveness of such information and the applicability of the information regarding the use of and/or the objectives for which the Client has purchased the services or wishes to use them.

8.3 Any information which KDV presents to the Client, at its own initiative or at the Client’s request of, is merely of informative value and in no way discharges the Client from his, her or its obligations under Article 8.2 of these General Terms and Conditions.

The responsibility of KDV in this respect always remains limited to the responsibility which Belgian mandatory legislation imposes on KDV.

8.4 KDV does not provide any guarantee to the Client that the objective for which the services are provided will be achieved, for instance to generate additional income as a result of writing an advertisement.

 

  1. ACCEPTANCE, DELIVERY AND COMPLAINTS

9.1 The Client must perform the first verification immediately upon provisional delivery. This immediate verification obligation applies to Delivery Conformity.

The Client must confirm its remarks to KDV by email within a period of seven (7) working days, failing which, it is presumed that the Client accepts that the services were delivered as agreed. KDV shall treat any requested remarks and implement adjustments. If the Client does not communicate any remarks within the aforementioned period, the preliminary delivery is considered final.

If the Client has communicated remarks to KDV in good time and KDV has processed them, the Client again has a period of seven (7) working days to communicate remarks to KDV by email. If the Client does not communicate any remarks within the aforementioned period, the delivery is considered final. The delivery is considered final as from the moment that KDV delivers the second version.

9.2 The fact that the end product with regard to which KDV has delivered the services is put to use by and/or is delivered to the end client, is considered to constitute approval and acceptance, applies as final delivery of the relevant services and discharges KDV from its responsibilities and liability in accordance with Article 11 of the General Terms and Conditions.

9.3 If the Client explicitly so requests, KDV can provide the Client with a regular (e.g. weekly, fortnightly, monthly, etc.) overview of the hours worked. The Client is also presumed to have approved and accepted the hours worked if he, she or it does not object within two (2) working days after it has received such regular overview.

9.4 Complaints regarding non-conformity which the Client reported during the revision stage but which KDV has not rectified must be reported by Complaint Email to KDV within a period of no more than seven (7) working days after final delivery. The Client loses the right to invoke such non-conformity in any event if he, she or it does not inform KDV of this by Complaint Email within a period of seven (7) working days after he, she or it has discovered or should have discovered such non-conformity.

9.5 In the case of complaints regarding non-conformity in accordance with Article 9.4 of these General Terms and Conditions which are reported to KDV correctly and in good time, KDV shall, at its own option and discretion: (1) re-perform (part of) the non-conforming services; or (2) credit the defective part to the price stated in the written agreement between KDV and the Client or, if there is no such written agreement, to the price stated in the order confirmation issued by KDV or, if there is neither a written agreement nor an order confirmation, to the price stated in the order placed by the Client and accepted by KDV.

The Client acknowledges that each of these measures individually comprises full and adequate compensation for any damage arising from non-conformity and accepts that the implementation of these measures cannot be regarded as acceptance of liability by KDV.

9.6 Any (partial) new performance of the services cannot give cause for the payment of any compensation for damages or for termination of the agreement between KDV and the Client.

9.7 KDV reserves the right to personally establish non-conformity and verify its cause.

9.8 In no event whatsoever do complaints and/or any (partial) re-performance of services discharge the Client from his, her or its obligation to pay within the period(s) laid down in the written agreement between KDV and the Client, the order confirmation issued by KDV, these General Terms and Conditions, and/or the respective invoice.

9.9 The Client is obliged to reimburse costs incurred as a result of unjustified complaints.

 

  1. LIABILITY

10.1 KDV shall perform the project and deliver the services to the best of its ability. Subject to a written agreement to the contrary, KDV does not undertake any obligation of result.

10.2 The liability of KDV is at all times restricted to the liability that is mandatorily imposed by law under the given actual circumstances and is in any event limited to the total invoice amount for the relevant project.

10.3 In no event is KDV liable for any: (i) indirect damage (including but without being limited to loss of turnover), (ii) damage caused by the Client, end user and/or third parties, whether in the employ of or working for the Client, (iii) damage to services purchased with regard to which KDV has delivered the services which the Client and/or a third party has tried to change or if the Client, (iv) damage due to failure on the part of the Client, his, her or its staff members or employees and/or the end user to fulfil legal and/or other obligations.

10.4 In accordance with Articles 8 and 12 of these General Terms and Conditions, KDV is in no event liable for any damage due to failure on the part of the Client to communicate, request or verify all necessary and useful information, or for any damage due to incorrect and/or incomprehensive information which was provided to the Client by the end client, supplier(s) and/or producer(s) of the purchased services and/or any other third party.

10.5 Only the Client is responsible for any resale of the end products with regard to which KDV has delivered the services and guarantees that he, she or it shall fulfil all (legal and other) obligations in this respect.

 

  1. INDEMNIFICATION

11.1 The Client shall fully indemnify and defend KDV against any claims and procedures, including any claims and procedures by third parties, which may arise or result from any act or omission by the Client, in breach of the written agreement between KDV and the Client, the order confirmation issued by KDV, the order placed by the Client and accepted by KDV, these General Terms and Conditions and/or other (legal) obligation of the Client.

11.2 The Client shall compensate KDV for any damage, including legal and other expenses, which arise as a result of its defence with regard to any claims or procedures referred to under Article 11.1 of these General Terms and Conditions.

 

  1. CLIENT’S OBLIGATIONS

12.1 Without prejudice to the provisions in Article 8, the Client bears the full and exclusive responsibility to:

  • provide any data to KDV in good time, including data of which KDV indicates that it is necessary or useful to fulfil its obligations towards the Client, such as, but not limited to, the data referred to in Article 5.2 of these General Terms and Conditions and data of which the Client should reasonably understand that it is necessary or useful to fulfil the obligations of KDV towards the Client; the Client is responsible for the accuracy and relevance of the information and data communicated;
  • inform KDV, prior to the delivery of the services, of any standard and legal terms and conditions which the services and/or the end product with regard to which KDV delivers the services must meet;
  • inspect the services within seven (7) working days after their delivery in accordance with the provisions of Article 9 of these General Terms and Conditions. In any event, the Client is obliged to verify the end result of the services delivered adequately before putting them (or having them put) into use and/or reselling them;
  • thoroughly review any overviews of hours worked regularly provided by KDV;
  • possess the necessary infrastructure (including but not limited to compatible software) to be able to view and use the documents delivered by KDV.

12.2 If the Client does not fulfil his, her or its obligations as stated in the written agreement between KDV and the Client, the order confirmation issued by KDV, the order placed by the Client and accepted by KDV and these General Terms and Conditions and/or if the Client does not fulfil all of his, her or its other (legal) obligations, KDV is entitled to (temporarily) suspend its obligations. The Client is liable for all of the costs involved in such suspension. These costs relate to such items as (merely exemplary list): additional hours worked, storage fees, additional transport and travel costs, etc.

 

  1. FORCE MAJEURE AND HARDSHIP

13.1 KDV is not liable for any shortcoming in the fulfilment of its obligations caused by force majeure or hardship.

13.2 In case of force majeure or hardship, KDV can, at its own option and discretion, without any prior notice of default or legal intervention being required for this purpose and without any right of recourse against KDV: (1) temporarily suspend the fulfilment of its obligations; (2) terminate the agreement between KDV and the Client by registered letter; and/or (3) invite the Client to renegotiate the agreement between KDV and the Client.

If the Client does not take part in such renegotiations in good faith, KDV can request that the Judge lay down new contract terms and conditions and/or order the Client to pay compensation for damages, in accordance with Article 23 of these General Terms and Conditions.

13.3 “Force majeure and hardship” is understood to refer to such events as (merely exemplary list): increases in wages, salaries, social security costs and costs, levies and taxes imposed by the authorities, occurring between the order confirmation and the final delivery; strike; mobilisation; war; illness; accidents; communications and information technology malfunctions; viruses; hacking; government measures; breakdown; traffic jams; delays caused by third parties whom the Client engages, etc.

 

  1. INVOICE AND PAYMENT

14.1 KDV reserves the right to draw up provisional invoices, according to the delivery of the services, for any services already delivered and/or to work with advance invoices.

14.2 The Client must report his, her or its complaints regarding invoices to KDV by email within seven (7) working days after having received the invoice.

14.3 Unless KDV has explicitly agreed to the contrary, the Client must pay any invoices within a period of no fewer than thirty (30) calendar days after invoice date.

14.4 All invoices are payable by bank transfer to the bank account number stated on the invoice. The Client is not permitted to make payments to third parties.

14.5 Since payments must always be made by bank transfer, no discount is granted for cash payments.

14.6 If one of the invoices is not paid or is not paid in full by the due date:

  1. an annual interest rate of 12%, which is capitalised annually, applies to the balance ipso jure and without prior notice of default 12 %;
  2. the Client owes a fixed compensation for damages equal to 10% of the total invoice amount with a minimum of two hundred and fifty euros (EUR 250.00) ipso jure and without prior notice of default, without prejudice to the right of KDV to prove damage in excess of such amount; the first reminder is free of charge;
  3. the Client is obliged to compensate any judicial and other collection costs ipso jure and without prior notice of default;
  4. any other invoices from KDV to the Client, even if not yet due, become payable immediately, ipso jure and without prior notice of default; and
  5. KDV is entitled to repossess the products, documents, designs, etc. delivered from the Client, suspend the (further) execution of the relevant and/or one or more other agreements with the Client and/or terminate the agreement(s), without any prior notice of default or legal intervention being required for this purpose. In the event of a restart, a restart fee in the amount of 10% of any outstanding invoices is charged.

Points (4) and (5) also apply in case of (imminent) bankruptcy, judicial or conventional dissolution, application of the Belgian Law of 31 January 2009 on Continuity of Enterprises, payment arrears or any other event due to which KDV reasonably loses confidence in the Client’s creditworthiness.

14.7 In case of non-payment or incomplete payment of one of the invoices by the Client on the due date, KDV will send a reminder at no additional cost, by way of formal notice regarding the outstanding invoice.

  1. Unless otherwise stipulated in writing, the Client will be granted a new payment term of 14 calendar days starting on the 3rd working day after the above reminder was sent.
  2. If the Client again fails to pay, the outstanding balance will be increased by an interest of 1% per month started. This late payment interest is calculated from the start of the new payment period.
  3. In addition, the following liquidated damages will apply: for each debt up to €150.00, a lump sum of €20.00 will be charged. For each debt between €150.01 and €500.00, a lump sum of €30.00 plus 10% of the amount due on that tranche. For a debt higher than €500.01, a compensation of €65.00 plus 5% of the amount due on the tranche higher than €500.01 will be charged, without exceeding the limit of €2,000.00.
  4. KDV is entitled to reclaim the delivered products, documents, designs, etc. from the Client, suspend the (further) execution of the relevant and/or one or more other agreements with the Client and/or terminate the agreement(s), without any prior notice of default or court intervention being required. In the event of a restart, a restart fee in the amount of 10% of the outstanding invoices is charged.

14.8 Partial payments are accepted under all reservation and charged in the following order: (1) collection costs, (2) compensation for damages; (3) interest; (4) principal sums.

14.9 Any entry of the outgoing invoice in the outgoing invoice book of KDV constitutes presumption of dispatch and receipt of the relevant invoice.

 

  1. CANCELLATION

15.1 Subject to explicit and written agreement by KDV, the Client is not permitted to cancel his, her or its order or the agreement between KDV and the Client.

15.2 If the agreement between KDV and the Client is cancelled by or at the liability of the Client, even with the explicit and written agreement of KDV, the Client is obliged to pay the highest of the following two amounts: (1) the cost price of the part of the services already performed by KDV or (2) fixed compensation for damages in the amount of 35% of the total invoice amount, without prejudice to the explicit right of KDV to claim a higher amount of compensation for damages if proof has been provided for this

KDV shall make the result of any services already provided available to the Client if the latter so wishes.

 

  1. FORFEITURE OF RIGHTS

The failure or repeated failure by KDV to exercise any right can only be considered as the tolerance of a specific situation and does not lead to the forfeiture of rights.

 

  1. NETTING

17.1 In accordance with the Law on Financial Collateral of 15 December 2004, KDV and the Client compensate and settle all currently existing and future claims for payment in respect of each other automatically and ipso jure. This means that only the largest claim for payment per balance remains in the permanent relationship between KDV and the Client after the aforementioned automatic settlement.

17.2 This set-off shall in any event be enforceable against the curator trustee and any remaining unsecured creditors, who shall therefore not be able to object to any set-off implemented by the Client and KDV.

 

  1. SUSPENSION AND TERMINATION

18.1 In case of any change in the situation of the Client, such as death, conversion, fusion, acquisition, transfer, liquidation, suspension of payment, collective or amicable agreement, request for payment deferment, discontinuation of operations, attachment or any other circumstance which could damage confidence in the Client’s creditworthiness, KDV reserves the right, due to this mere fact, to: either suspend the execution of one or more agreements with the Client until the moment when the Client provides adequate guarantees for his, her or its payment; or declare one or more agreements with the Client terminated as of the date when the termination is sent, without prior notice of default and without any legal intervention, without prejudice to the right of KDV to claim additional compensation for damages.

18.2 If the agreement between KDV and the Client is terminated, whether or not in application of the right of termination outlined in Article 18.1 of these General Terms and Conditions, the Client loses the right to require that KDV fulfils its obligations in terms of the terminated agreement.

 

  1. INTELLECTUAL PROPERTY

19.1 Any Intellectual Property Rights to or regarding the services delivered and any designs, documentation and any other documents which are developed and/or used in preparation or execution of this agreement or arise from it remain the exclusive property of KDV or of the relevant suppliers and/or licensors.

19.2 The Client guarantees KDV that the data which he, she or it provides do not violate any third parties’ intellectual property rights.

  1. CONFIDENTIALITY

20.1 Any documents, information, models and/or designs of any nature whatsoever which are provided to the Client during the negotiations regarding and/or the execution of the agreement between KDV and the Client and/or which are referred to in any document issued by KDV, including the order confirmation issued by KDV, must be treated confidentially. The aforementioned documents must be returned whenever KDV so requests.

20.2 Such documents, information, models and designs remain the property of KDV and may not be communicated to third parties, copied or used (in)directly, partly or in their entirety for any other purposes than those for which they are intended, unless KDV has given its explicit and written permission.

20.3 The obligation regarding confidentiality continues to exist, even after the termination or the end of the agreement between KDV and the Client, at least until the relevant documents, information, models and/or designs, are known to the public, without mistake on the part of the Client.

20.4 KDV undertakes to fulfil any (mutual) confidentiality obligations pursuant to any special agreement between the Client and KDV to the best of its ability. KDV declares that it has included confidentiality obligations in the agreements with its staff with a view to fulfilling such agreements and the Client hereby explicitly acknowledges and accepts that this measure by KDV suffices to fulfil the aforementioned special confidentiality obligation with regard to the staff of KDV.

 

  1. PERSONAL DATA AND VISUAL MATERIAL

21.1 The Client gives KDV permission to store any personal data provided by the Client in an automated data file. These data shall be used with a view to conducting informative or promotional campaigns on services offered by KDV. The Client gives KDV permission to pass such data on to third parties.

21.2 The Client can always request that his, her or its data be disclosed and improved. If the Client does not wish to receive any commercial information from KDV anymore, the Client must inform KDV of this.

21.3 The Client gives KDV permission to use visual material of the services delivered to the Client for: (merely exemplary list) general information, publicity purposes, publication on the KDV website, publication in folder(s), etc.

21.4 KDV undertakes, within the context of protecting personal data and to the best of its ability, to take suitable technical and organisational measures necessary to protect any personal data which it may have processed against fortuitous or unlawful destruction, fortuitous loss and changes to, access to and any other unlawful processing of the personal data.

 

  1. TRANSFER

22.1 KDV is permitted to transfer the agreement(s) to deliver services to third parties, which may or may not be associated companies, without prior permission by the Client. The Client hereby consents to any transfers of both claims for payment and debt.

22.2 The Client is not permitted to transfer this agreement to third parties under any conditions whatsoever, unless KDV has given its written and prior permission and under the terms, conditions and provisos set out by KDV.

 

  1. DISPUTES

Any disputes between KDV and the Client fall within the exclusive competence of the competent Courts of the Judicial District where KDV has its registered office.