General terms and conditions
Definitions
Stonewell: Stonewell, located in Etten-Leur, registered with the Chamber of Commerce under number 90644190.
Client: the party with whom Stonewell has entered into an agreement or the party that uses the services/resources developed by Stonewell, including but not limited to whitepapers, training sessions, and websites.
Parties: Stonewell and the client together.
Programs: Any (paid) service program, divided into consulting/strategy sessions, MVP development, production phase, further development, and monitoring, offered by Stonewell.
Company Information:
Etten-Leur, North Brabant, the Netherlands
Chamber of Commerce 90644190 & VAT: NL004830359B11
Applicability
These terms apply to all quotes, offers, work, orders, websites, resources, agreements, and deliveries of services or products by or on behalf of Stonewell.
Parties can only deviate from these terms if explicitly agreed in writing. The parties explicitly exclude the applicability of additional and/or deviating general terms and conditions of the client or third parties.
Prices
All prices charged by Stonewell are in euros and inclusive of VAT, unless explicitly stated otherwise.
Stonewell reserves the right to adjust all prices for its products or services on its website or otherwise at any time.
The parties agree on a total price for the startup costs of a service provided by Stonewell. If, due to unforeseen circumstances beyond the control of Stonewell’s representatives or developers, costs increase, Stonewell retains the right to implement a price increase in consultation with the client. Stonewell has the right to change the prices of (maintenance) retainers every three months.
Stonewell will communicate price adjustments to the client prior to the time of the price increase. The consumer has the right to terminate the contract with Stonewell if he does not agree with the price increase.
The rates of Stonewell and the cost estimates based on them include any travel expenses within the Netherlands. The rates of Stonewell exclude travel costs in and to foreign countries and accommodation costs both within and outside the Netherlands. These latter costs and other assignment-related costs may be charged separately by Stonewell.
Payments and Payment Term
The client must adhere to the financial obligations towards Stonewell according to the agreed registration deadlines or payment plans. If these have not been explicitly stated, the following rules apply: 50% of the startup costs are to be paid in advance, and 50% afterwards. Stonewell invoices the maintenance retainer monthly. A payment term of 14 days applies to all invoices.
Payment conditions are considered as strict payment deadlines. This means that if the client does not pay the agreed amount by the last day of the payment term, he is legally in default without Stonewell having to send the client a reminder or put him in default.
Stonewell reserves the right to make delivery dependent on immediate payment or to demand adequate security for the total amount of the services or products.
Consequences of Late Payment
If the client does not pay within the agreed term, Stonewell has the right to charge interest of 2% per month for non-commercial transactions and an interest rate of 8% per month for commercial transactions from the day the client is in default, with a part of a month counted as a full month.
All costs, both judicial and extrajudicial, related to collecting payments not received timely from the Client by Stonewell, are fully for the Client's account. The fee for extrajudicial collection costs amounts to at least 15% of the amount owed.
If the client does not pay on time, Stonewell may suspend its obligations until the client has fulfilled his payment obligation.
In the event of liquidation, bankruptcy, seizure, or suspension of payments by the client, Stonewell's claims against the client become immediately due and payable.
If the client refuses to cooperate with the execution of the agreement by Stonewell, he is still obligated to pay the agreed price to Stonewell.
Other Payment Terms
Stonewell will, unless otherwise agreed, send the Client for work that is wholly or partially carried out on the basis of an hourly rate, every two weeks a pro forma invoice based on an estimated number of hours/days to be worked. The Client shall ensure that the invoiced amount is credited to the account of Stonewell within 14 days. If the actual number of hours/days worked differs from the estimated number of hours/days, the difference will be corrected by means of a final invoice, for which the same payment term applies.
Any objections to an invoice from Stonewell must be reported in writing by the Client within 7 days of receipt. If this does not occur, the invoice is considered to be entirely accurate and automatically accepted by the Client. Reporting an objection does not mean that the Client may postpone payment; the invoice amount must still be paid within the agreed term.
In the case of payments from the Client, the received amount is first used to satisfy any outstanding interest and costs. This includes, among other things, the interest that has arisen due to late payments and the costs incurred for collecting outstanding amounts, such as judicial and extrajudicial collection costs. Only after these amounts have been settled, the remaining part of the payment is used to settle the oldest outstanding invoice of Stonewell. This occurs automatically, unless agreed otherwise in writing.
Stonewell reserves the right to demand a guarantee or security from the Client for the amounts owed to Stonewell under the agreement at any time. This can be in the form of a deposit, bank guarantee, or another form of security. This measure is intended to ensure that Stonewell will actually receive the payment.
Right of Withdrawal for Goods
As soon as the client is in default, Stonewell has the right to invoke the right of withdrawal regarding the unpaid products delivered to the client. Stonewell immediately stops the service provision if the client is in default, and all obligations of Stonewell are then suspended.
Stonewell invokes the right of withdrawal by means of a written or electronic notice. The costs of collecting or returning the products are borne by the client.
Right of Withdrawal
Due to the digital nature and confidentiality of our programs, Stonewell does not offer a right of withdrawal once parties have entered into an agreement.
Offsetting
The client waives his right to offset a debt to Stonewell with a claim against Stonewell.
Warranty
When parties conclude an agreement with services, these services only include efforts for Stonewell rather than obligations for results.
Execution of the Agreement
Stonewell will execute the agreement to the best of its knowledge and ability and in accordance with the standards of good craftsmanship. Stonewell has the right to have the agreed services (partially) performed by third parties.
The execution of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the client.
Delivery and Extra Work
If the assignment is extended or modified, both the completion time and the price of the assignment will be adjusted accordingly. Stonewell will inform the Client of this as soon as possible.
Stonewell reserves the right, in the case of a change or extension of the assignment at the request of the Client, to adjust the execution of the assignment. This may mean that the team is changed or that another Service Provider is deployed if necessary to ensure the quality of the service delivery.
Extra work is present if the Service Provider performs work at the request of the Client that does not fall within the agreed assignment. This also applies if extra work is necessary related to a phase that has already been completed after the delivery of an assignment or a phase of the assignment.
Duration of the Service Agreement
The agreement between Stonewell and the client is entered into for an indefinite duration, unless otherwise arising from the nature of the agreement or unless the parties have explicitly agreed otherwise in writing.
If the parties have agreed on a term for the completion of certain work, this is never a strict deadline, unless explicitly specified otherwise in writing. If this deadline is exceeded, the client must give Stonewell a written term of twice the project duration to complete the work before he can terminate the contract.
Intellectual Property
Stonewell retains all intellectual property rights (including copyright, patent rights, trademark rights, design and model rights, etc.) on all designs, drawings, writings, data carriers, or other information, quotes, images, sketches, models, scale models, solutions, assistants, tooling, etc., unless the parties have agreed otherwise in writing. The client may not copy or have copied the intellectual property rights without prior written permission from Stonewell, nor show and/or make available to third parties or use in any way.
Stonewell automatically grants the relevant individuals within the organization of the client the license to use/mobilize the developed program, which falls within the project, for the objectives and purposes of the tooling. The client is allowed to use this solution for their organization; however, the client is not allowed to duplicate, share, or reuse any form of the solution for solutions in which Stonewell is not involved.
Confidentiality
The client keeps all information received from Stonewell (in any form) confidential. The same applies to all other information about Stonewell that he knows or reasonably suspects to be secret or confidential, or of which he can expect that disclosure could harm Stonewell.
The client and Stonewell take all necessary measures to ensure that they keep the information referred to in the preceding members confidential. The confidentiality obligation described in this article does not apply to information: that was already public before the client or Stonewell received this information or that later became public without this resulting from a breach of the confidentiality obligation by the client.
The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiry.
Indemnity
The client indemnifies Stonewell against all claims from third parties related to the products and/or services provided by Stonewell.
Default Notice
The client must notify Stonewell of any default in writing. It is the responsibility of the client to ensure that a default notice actually reaches Stonewell (in a timely manner).
Liability of Stonewell
Stonewell is not liable for any damage of any kind arising from the use of the Programs, including but not limited to direct, indirect, incidental, punitive, and consequential damages.
All images, photos, colors, drawings, descriptions on the website or in a catalog are for illustrative purposes only and are approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Stonewell makes no representations or warranties regarding the legal or financial aspects of starting a business, including but not limited to compliance with business or tax laws and regulations. The client is solely responsible for complying with all applicable laws and regulations, and Stonewell is not liable for violations committed by the client.
Limitation Period
Any right of the client to compensation from Stonewell expires in any case within 6 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions in Article 6:89 of the Civil Code.
Termination of the Assignment
An assignment automatically ends as soon as the agreed term of the assignment has expired, unless otherwise specified. It is possible to extend the assignment, in which case the existing conditions remain applicable unless otherwise specified in writing.
Stonewell can terminate an assignment immediately for urgent reasons. This may be the case in the event of:
Bankruptcy or a request for the same by the Client, Stonewell, or a subcontractor of Stonewell.
(Preliminary) suspension of payments of the Client, Stonewell, or a subcontractor of Stonewell, or a request for that.
Liquidation of the organization of the Client, Stonewell, or a subcontractor of Stonewell.
Incapacity of the Client, Stonewell, or a subcontractor of Stonewell or a conviction to (whether or not conditional) imprisonment for a crime.
Conservatory or executory seizure of the Client’s, Stonewell’s, or a subcontractor of Stonewell’s property.
Serious failure to comply with obligations by the Client, Stonewell, or a subcontractor of Stonewell.
Death of someone within Stonewell or a subcontractor of Stonewell.
If unexpected circumstances arise during the execution of the assignment that make the execution of the assignment impossible, Stonewell and the Client will reconsult on how the assignment can be continued and under what conditions.
In the event that the assignment is terminated due to such circumstances, a notice period of one month applies. If the Client or Service Provider terminates the assignment, Stonewell may charge a fee as compensation for loss of occupancy. This fee will be calculated based on the average monthly amount charged up to that point.
If Stonewell terminates the assignment based on urgent reasons or a termination as described above, it is not obliged to pay any compensation to the Client or Service Provider.
Cancellation
If the Client or Service Provider fails to fulfill his obligations under the assignment, not in time, or not completely, or if there are good reasons to assume he will not do so, the Client or Service Provider is immediately in default. In such cases, Stonewell has the right, without being obliged to pay compensation and without judicial intervention, to terminate the agreement in whole or in part or to suspend its further execution.
Furthermore, Stonewell reserves the right to dissolve the agreement with the Client if there are circumstances giving it good grounds to fear that the Client will not be able to fulfill its obligations properly. Stonewell may also terminate the Client's access to Programs at any time without prior notice, in case of violation of the rules and guidelines of the Program. This includes, but is not limited to, aggressive or inappropriate behavior.
In the event of suspension or termination, the full price of the assignment becomes immediately due and payable. Any payments made will be deducted from this amount along with any costs saved by Stonewell.
Force Majeure
In addition to the provisions of Article 6:75 of the Civil Code, a shortcoming of Stonewell in the fulfillment of any obligation towards the client cannot be attributed to Stonewell in any situation regardless of its will, when the fulfillment of its obligations towards the client is wholly or partially prevented or when the fulfillment of its obligations cannot reasonably be required from Stonewell.
The force majeure situation referred to in paragraph 1 also applies to – but is not limited to: emergencies (such as civil war, rebellion, riots, natural disasters, etc.); shortcomings and force majeure from suppliers, couriers, or other third parties; unexpected power outages, electricity, internet, computer, or telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather, and work stoppages.
If a force majeure situation arises preventing Stonewell from fulfilling one or more obligations to the client, these obligations are suspended until Stonewell can fulfill them. If the execution of the assignment is suspended or terminated due to force majeure, Stonewell has the right to demand immediate payment for the work already performed. Stonewell is not obliged to pay any (damages) compensation in a situation of force majeure, even if it has obtained some benefit as a result of the force majeure situation.
Cancellation Policy
Clients have the right to cancel a scheduled business visit up to 10 calendar days before the agreed date at no cost. The cancellation must be communicated in writing via email to info@stonewell.ai. If the cancellation is made within this period of 10 calendar days, the already paid deposit will be fully refunded within 14 days of receiving the cancellation.
In case of cancellation within 10 calendar days prior to the scheduled date of the business visit, the right to a refund is forfeited. This is because preparations for the visit have already begun at that time, meaning incurred costs and reserved time can no longer be canceled.
If the client decides to reschedule the canceled business visit, no additional costs will be charged, provided this is indicated at least 3 days in advance. When the client does not inform at least 3 days in advance of wanting to reschedule the business visit, a fee of 10% of the purchase amount will be charged unless agreed otherwise.
All cancellations must be communicated in writing via email to Stonewell at the email address info@stonewell.ai. Oral or telephone cancellations will not be considered valid until confirmed in writing by Stonewell.
Force Majeure and Client Responsibility
If Stonewell is unable to deliver the previously agreed deliverables on time due to circumstances beyond its control, including obstacles from the client or unforeseen events, Stonewell cannot be held liable for this. In such a case, the client's payment obligation remains in effect, as does the validity of the assignment confirmation.
Both parties will make reasonable efforts to resolve the situation as quickly as possible and minimize the impact for the client.
Final Provisions
The numbers and titles of articles in these general terms and in the agreement between the parties are intended only as aids. They do not affect the content or interpretation of the provisions and do not restrict or change them.
The client may not transfer his rights from an agreement with Stonewell to third parties without prior written consent from Stonewell.
This provision applies as a clause with a property law effect as referred to in Article 3:83 paragraph 2 of the Civil Code. Consequences of Nullity or Annulability
If one or more provisions of these general terms are found to be void or annulable, this does not affect the validity of the other provisions of these terms.
A provision that is void or annulable will, in that case, be replaced by a provision that most closely approximates what Stonewell intended when drafting the terms at that point.
Quotes issued by Stonewell have a validity period of 14 working days.
Stonewell is entitled to terminate negotiations for an agreement yet to be concluded at any time, without being obliged to pay any compensation to the other party.
Applicable Law and Competent Court
All agreements between the parties are exclusively governed by Dutch law. The Dutch court in the district of Breda is exclusively competent in case of disputes between the parties, unless the law prescribes otherwise.
Acknowledgment
By purchasing one of the programs, using the resources (such as a whitepaper, newsletter, training etc.), or using Stonewell's website, you acknowledge having read and understood these terms of service and agree to them.