MisterClipping.com B.V.
Hendrik Figeeweg 1M
2031 BJ Haarlem
The Netherlands
i www.misterclipping.com
e info@misterclipping.com
t + 31 (0) 23 5421530
f +31 (0) 23 5514148
Chamber of Commerce Amsterdam: 34231646
VAT NL-8151.23.061.B01
GENERAL TERMS AND CONDITIONS MISTERCLIPPING.COM B.V.
1 DEFINITIONS
The following words and terms when used in this document shall have the following meanings unless the context clearly indicates otherwise.
a) Client: the natural or legal person who or which has registered at the Website and/ or has provided MisterClipping with an order for Services.
b) Clipped Image(s): the outcome of one or more images after the Services has been performed by MisterClipping.
c) MisterClipping: MisterClipping.com B.V., the legal person who has accepted the registration and/ or the order referred to under a. or who has made an offer or quotation preceding a possible order.
d) Services: generating clipping paths, masking of images, and other graphic services provided by MisterClipping as advertised on the Website and in other promotional tools.
e) Website: www.misterclipping.com.
2 GENERAL
2.1 These terms and conditions apply to all offers/price quotations by MisterClipping, all agreements between MisterClipping and the Client, as well as all obligations ensuing from and based on such agreements.
2.2 When visiting and surfing the Website, creating an account on the Website or placing an order the Client agrees with these terms and conditions.
2.3 MisterClipping reserves the right to revise these terms and conditions at its own discretion. Any amendments and subsequent obligations on the part of the client are directly applicable after notice is provided on the Website.
2.4 These terms and conditions may not be amended, varied or modified except insofar as MisterClipping has expressly accepted them in writing.
2.5 Any other terms and conditions or provisions proposed by the Client, whether orally or in writing, shall be of no effect and the Services provided by MisterClipping shall not constitute acceptance of such terms and conditions or provisions, unless insofar MisterClipping has expressly accepted such terms, conditions or provisions in writing.
2.6 MisterClipping makes every effort to ensure that all information on the Website is accurate but it reserves the right to update, revisit and change the content of the Website at any time. All information on the Website is provided as it is and clients should independently verify any information provided on the website before relying upon it.
2.7 If any provision of these terms and conditions is declared invalid, unenforceable or illegal by the courts or arbitrators, the remaining provisions of these terms and conditions shall continue in full force and effect.
2.8 The Client is not entitled to assign or transfer to any third party any of the rights or obligations under these terms and conditions.
2.9 The United Nations Convention on Contracts for the International Sale of Goods (Treaty of Vienna of 11 April 1980, Treaty Series 1981, 84 and 1986, 61) is not applicable on these terms and conditions.
3 THE SERVICES
3.1 MisterClipping will provide the Services (the use of which is entirely at the Client’s risk) for the prices as mentioned on the Website: (i) if the Client is able to deliver the image(s) as a graphics file or files, in .JPEG, .GIF, .PNG, .EPS, .BMP, .PSD or .TIFF format up to a maximum of 150MB each, via the Website; or (ii) the image(s) can be delivered through the Client’s FTP (File Transfer Protocol) and MisterClipping is able to transfer the image(s) (up to a maximum of 150MB each) from the Client’s FTP destination to the Website. If the Client delivers the image(s) by DVD or by an external hard disc, MisterClipping will charge the Client extra for uploading these image(s) to the Client’s account.
3.2 In connection with the Services, MisterClipping will automatically delete all image(s) if the Client is not able to deliver the image(s) to MisterClipping in a format as mentioned under paragraph 1 of this article. Furthermore MisterClipping reserves the right to refuse (an) image(s), if the image(s) do(es) not meet the quality standards/requirements needed for the Services.
3.3 Upon the Client’s request, as well as in case it is necessary to perform the Services, the image(s) will be transformed into a different graphic file. Transforming an image into a different graphic file may have consequences to, by way of example and not as a limitation, the quality and colour of the original image. With reference to the aforementioned MisterClipping cannot make any assurance to the Client in regard to the result or output that derives from transforming an image into a different graphic file.
3.4 If the Client adds no requirements regarding the Services, the Services will occur in a standard manner implying that the whole background will be removed from the object(s) and made white.
3.5 In the standard manner as described in clause 3.4, the Client has the right to refuse the images -in the application on the Website- up to a maximum of five times, without having to pay extra for correction round(s). Only in cases where the image quality is proven to be insufficient for MisterClipping to perform its Services, MisterClipping may charge the Client extra for corrections. The submitted file and the content of the submitted job shall together constitute the order of the Client.
3.6 Besides the standard manner as described in clause 3.4, the Client could also request for additional requirements regarding the Services. In this case the Client has the right to refuse the images -in the application on the Website- up to a maximum of one time, without having to pay extra for the correction. Only in cases where the image quality is proven to be insufficient for MisterClipping to perform its services, MisterClipping may charge the Client extra for the correction round.
3.7 Upon receipt of each order MisterClipping will check its contents for compliance with MisterClipping’s published standards and MisterClipping’s capacity to fulfil it. Furthermore MisterClipping will check the complexity of the order and assign a complexity level to it. Each order submitted by the Client shall be subject to acceptance by MisterClipping and such acceptance may be withheld at the discretion of MisterClipping. After acceptance, MisterClipping will notify the Client by email to confirm acceptance of the order and deliver the Client a price quotation/offer. Acceptance of the offer and payment, insofar as the Client and MisterClipping have not agreed upon payment after delivery as mentioned in clause 4.4, must occur within 14 calendar days.
3.8 The Client may cancel the order on the Website after receiving the price quotation for the Services. However, the Client may not cancel an order after notification of acceptance by MisterClipping as the provision of Services for that order will have commenced.
3.9 MisterClipping shall notify the Client by email when the Client’s order has been completed and the results are available for download from the Website. However, MisterClipping recommends that the Client visits his personal account regularly, as it is possible that emails do not reach their destination due to anti-spam, virus scanners and other methods of mail security. MisterClipping will save Clipped Images for at least 14 days after the images have been processed.
4 PRICES AND PAYMENT
4.1 MisterClipping shows the amount of images for the Services on the Client’s invoice. The amount of images for Services could be different to the amount of images which the Client has uploaded on the Website due to possible rejections of images by MisterClipping because of, but not limited to, the size and quality. The Client shall bear the risk of misunderstandings with regard to the amount of images and is therefore responsible for checking the amount of images on the invoice.
4.2 MisterClipping will charge the Client the prices for the Services as mentioned on the Website, unless a different or a fixed price arrangement has explicitly been provided in writing by MisterClipping. All standard prices listed on the Website are subject to change without prior notice.
4.3 Prices and rates offered and agreed upon by MisterClipping will at all times be exclusive of value-added tax (VAT) and any other levies imposed by the government. All payments for the Services must be made in advance by online payment, unless insofar MisterClipping and the Client have agreed in writing upon payment after delivery, due to the circumstances as mentioned under clause 4.4.
4.4 If MisterClipping, considering the volume of an order by the Client, agrees in writing upon payment after delivery, then the Payment must be made within 30 calendar days of the invoice date, without being able to invoke any discount, compensation or suspension.
4.5 If the Client does not pay within the time frame specified, the Client shall be considered in default. MisterClipping shall be entitled, without any notice of default, to charge interest as from the due date, interest shall be calculated according to the current statutory commercial interest or, if applicable, the statutory interest rate, as well as any judicial and extrajudicial charges associated with collection, which add up to, at minimum, 15% of the outstanding amount, with a minimum of €150,00.
4.6 Each and every delivery of Clipped Images to the Client shall take place while reserving the ownership of these Clipped Images until such time as the Client has paid all that he is obliged to pay pursuant to any order, including interest and costs.
4.7 MisterClipping aims to protect legitimate credit card owners and/or users of other online payment methods from fraud and therefore will report to the relevant authorities any person using or attempting to use a credit card, or other online payment methods without apparent authority.
5 DELIVERY TIME
5.1 MisterClipping will use all reasonable commercial endeavours to meet the delivery times as shown on the Website (within 24 hours after confirmation and payment) or specified in the acceptance of any order. However the delivery times are estimates only, unless insofar it has been explicitly stated in writing by MisterClipping that it guarantees a definitive delivery time. MisterClipping shall, even when a definitive delivery time has been agreed, only be in default after notice of default has been served on MisterClipping by the Client.
5.2 MisterClipping will do everything within its means to notify the Client when the specified delivery time, as shown on the Website or specified in the acceptance of the order, may not be met. The Client is still responsible for paying the amount owed for Services irrespective of the fact that MisterClipping is not able to meet the delivery time as shown on the Website or specified in the acceptance of the order.
5.3 MisterClipping shall not be bound by an agreed delivery time if the Client requires changes to be made in the Services.
5.4 During the execution of the Services the Client shall be obliged to do all that is reasonably necessary or desirable in order to make a timely delivery by MisterClipping possible, in particular by immediately answering any questions MisterClipping may have.
6 WARRANTY AND LIABILITY
6.1 MisterClipping guarantees that the Clipped Images will be of a high quality, however the Client acknowledges that the quality of the Clipped Images mainly depends on the quality of the image(s) which has been delivered to MisterClipping.
6.2 The Client guarantees that the image(s) received by MisterClipping in connection with the Services do not infringe any rights that third parties may enforce on national, supranational or international regulations in the area of copyright law, industrial ownership law or the law of torts. The Client shall indemnify MisterClipping, both in law and otherwise, against all claims that any third parties may have under the regulations as referred to in this clause.
6.3 Any failure on the part of MisterClipping in the performance of the Services which is the result of viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or any other similar problem shall not be imputed to MisterClipping and shall therefore not give the Client the right to set aside the contract or the right to damages.
6.4 MisterClipping uses all reasonable endeavours to ensure that the Website remains available at all times. However, MisterClipping cannot guarantee that the Website will operate continuously or will be error free. MisterClipping therefore accepts no liability for any failure or non-availability of the Website and/or any failure or non-availability for downloading the Clipped Images as mentioned under clause 3.9. Furthermore MisterClipping accepts no liability for delay in the Services which is caused by images which do not meet the requirements as mentioned under clause 3.1.
6.5 Liability for direct damage caused by MisterClipping under these terms and conditions is expressly limited to the value of the order or to the risks and the amounts which will be covered by MisterClipping’s indemnity insurance in connection with the Client’s order.
6.6 Except for gross negligence on MisterClipping’s part and notwithstanding what is otherwise provided in these terms and conditions relating to the liability of MisterClipping, MisterClipping accepts no liability for -indirect and/or consequential damage such as, but not limited to, loss of any data, trading loss, loss of goodwill, loss of profits, diminution in value of or damage to assets and- damage in respect of third parties, as a result of the failure to deliver, incorrect delivery and/ or late delivery of the Clipped images and/or functioning of the Services.
6.7 Any claim based on any defect in the Clipped Images pursuant to these terms and conditions must be notified to MisterClipping in writing within seven calendar days of its delivery after which the Client will be deemed to have accepted the Clipped Images as having been delivered in accordance with the order.
6.8 By submitting any order the Client acknowledges that he has not relied on any statement, warranty or representation other than those which are made in these terms and conditions.
7 INTELLECTUAL PROPERTY
7.1 The content of the Website, including but not limited to text, design, graphics and interfaces, is the property of MisterClipping.
7.2 The name MisterClipping.com and the logo of MisterClipping are trademarks of MisterClipping.com B.V. and may not be used without the prior written consent of MisterClipping. All other trademarks used on the Website are the property of their respective proprietors.
7.3 After the Client has paid and downloaded the Clipped Images, the copyright of the Clipped Images is automatically transferred to the Client. If payment has not occurred, MisterClipping remains the copyright owner of the Clipped Images.
8 PRIVACY
8.1 Before the Client places his first order the Client will be asked to provide his name, email address and other personal information necessary for MisterClipping to fulfil the Services for the Client and/or enhance the Client’s visit to the Website.
8.2 MisterClipping may use such personal data for mailings, support and general correspondence regarding the Services. If the Client prefers not to receive such communications from MisterClipping, the client should notify MisterClipping by email to support@MisterClipping.com.
8.3 Any information that the Client provides to MisterClipping will be kept confidential and will be used only to support the Client’s customer relationship with MisterClipping. MisterClipping shall not disclose or sell information about the Client to any third party except in connection with a sale of the whole or part of the business from MisterClipping.
9 SECURITY
9.1 The Client acknowledges that the Client is responsible for the protection of his computer system, hardware, software and data and those of third parties who may access or otherwise be connected to the computer system of the Client. Consequently the Client accepts responsibility for ensuring that all emails, programs or other data downloaded or otherwise received from the Website or from MisterClipping are free from viruses, worms, Trojans and all other forms of malicious code before using the same.
9.2 MisterClipping takes reasonable steps to ensure that unauthorised third parties do not access data transmitted electronically to MisterClipping or by MisterClipping via the Website. However MisterClipping cannot guarantee that such access cannot happen. Consequently the Client accepts the risk that data transmitted electronically by MisterClipping or to MisterClipping via the Website may be intercepted or accessed by third parties who are unauthorised by MisterClipping to access such data.
9.3 MisterClipping uses "cookies" to identify users of the Website and personalise their visit by customising web pages for them and for collecting user information to enable MisterClipping to provide the Services and fulfil the obligations towards the Client.
10 CONFIDENTIALITY
Both parties agree that they shall keep confidential all information of a confidential nature, (including trade secrets and information of commercial value), which may be disclosed to them by the other party pursuant to these terms and conditions. Both parties also agree that they shall not, without the prior written consent of the disclosing party, use any confidential information for their own purposes or disclose it to any third party other than for the performance of the Services, provided that the receiving party shall have no obligations under this article to the extent that such information is public knowledge or is already known to the receiving party at the time of disclosure or subsequently becomes public knowledge other than by breach of these terms and conditions or subsequently comes lawfully into the possession of the receiving party from a third party.
11 FORCE MAJEURE
Force majeure is understood to be any circumstance beyond the control of the parties and/or any unpredicted circumstance, as a result of which compliance with the agreement can no longer be required in all reasonableness. In the above context, the following events are also considered to be cases of force majeure: any malfunctions, which may or may not be temporary, at the premises of one of the parties, or circumstances preventing normal implementation of the agreement, including but not limited to strikes, insurrection, lock-outs, intervention by a higher authority, acts of terror, state of war and/or siege, fire, natural disasters, epidemics, extremely long periods of frost, extreme weather conditions and similar circumstances.
12 DISPUTES AND GOVERNING LAW
These terms and conditions, all the offers/price quotations from MisterClipping, all agreements between MisterClipping and the Client in connection with the Services, as well as all obligations ensuing from and based on such agreements shall be construed in accordance with the laws of the Netherlands. Any dispute arising in connection with the agreements, including disputes concerning the existence and validity thereof shall be resolved by the competent court in Haarlem.