Article 1. Definitions

In these General Terms and Conditions, the following capitalized terms shall always have the following meanings:

BlueCity the BlueCity organization, which has its registered office and principal place of business in (3063 NS) Rotterdam at Maasboulevard 100;

General Terms and Conditions these general terms and conditions of BlueCity;

Service the service provided by BlueCity;

Intellectual Property Rights all intellectual property rights such as copyrights, trademark rights, patent rights, trade name rights, database rights and neighboring rights, as well as related rights such as rights with respect to know-how and domain names;

Client you, BlueCity's client and the counterparty to the Agreement;

Agreement the assignment Agreement between BlueCity and the Client that sets forth the specifications of the Services;

Party/Parties BlueCity and/ or the Client.

Article 2. Applicability

The General Terms and Conditions apply to any Agreement between BlueCity and the Client. Any general terms and conditions of the Client are hereby expressly rejected.

Deviations from and additions to the Agreement shall be valid only if agreed in writing by the Parties.

Where the Contractor engages other parties to provide the Services, these General Terms and Conditions shall also apply to the performance of the Services by such other party.

BlueCity is entitled to amend these General Terms and Conditions. Substantive changes will take effect one (1) month after publication. Changes to the General Terms and Conditions do not affect an existing Agreement.

Article 3. Establishment of an agreement

BlueCity's quotations and offers are free of any obligation, unless the offer includes a period of validity. If no deadline for acceptance is included, the offer always expires after one month.

If the Client issues an order to BlueCity without a prior quotation, BlueCity shall not be bound by such order until it has confirmed such order to the Client in writing.

An offer for the provision of multiple Services does not obligate BlueCity to provide any part of the Services in this offer at a corresponding part of the price.

Offers, quotations, price submissions and rates do not automatically apply to repeat orders and/ or new orders.

Article 4. The Service

BlueCity always performs its Services on a best-efforts basis and it provides no guarantee regarding its Services, unless the Parties expressly agree otherwise in writing.

BlueCity shall perform the Agreement to the best of its knowledge and ability, and in accordance with the requirements of a professional party. If and to the extent that proper performance of the Agreement so requires, BlueCity has the right to have certain work performed by third parties, at BlueCity's discretion. The applicability of Articles 7:404, 7:407 and 7:409 of the Dutch Civil Code is expressly excluded.

An agreed deadline shall only be considered strict if it is explicitly stipulated in writing in the Agreement. In all other cases, any agreed deadline shall have an indicative character.

BlueCity is entitled to perform the work in parts or phases, whereby each part or phase may be invoiced separately.

Article 5. Client Obligations

The Client agrees to provide BlueCity with all necessary information and cooperation required by BlueCity to perform the Services. BlueCity may suspend work for as long as the Client fails to comply with the obligation in this provision. BlueCity shall never be liable for any damage and/ or delay caused by any failure to comply with the information and cooperation obligation referred to in this article, or any failure to do so in a timely manner or inadequately.

Article 6. Termination of the Agreement

The duration of the Agreement is defined in the Agreement itself.

BlueCity may terminate an Agreement in writing at any time, with observation of one (1) month's notice. BlueCity shall not be liable for any form of damages and/ or financial compensation as a result of any (premature) termination.

Either Party shall have the right to terminate the Agreement in whole or in part with immediate effect if the other Party becomes bankrupt or is granted suspension of payments, as well as if the other Party's business is dissolved or undergoes liquidation.

If the Agreement is terminated at any time and Services have already been performed at that time, the Services already performed and the Client's related payment obligation shall not be the subject of any cancellation obligation, unless the Client can prove that BlueCity is in default with respect to specifically those Services. Any amounts invoiced by BlueCity prior to termination in connection with any performance already duly performed or delivered by it in connection with the performance of the Agreement shall remain fully due and payable immediately upon termination.

The Client shall be liable to third parties for the consequences of the cancellation and shall indemnify BlueCity against any resulting claims by such third parties.

Article 7. Reimbursement and Payment

All amounts mentioned in an offer, quotation or Agreement are in Euros and are stated inclusive of VAT and any other government levies, unless otherwise stated.

The Client shall pay the invoice in full within a period of one month from the invoice date. This term of payment is considered a strict deadline and the Client is therefore in default without further notice of default if payment is not made on time.

If the Client is of the opinion that the amount of the invoice is incorrect, or that there is any other shortcoming in the invoice, they shall immediately notify BlueCity, with submission of convincing evidence of this position. Contestation of an invoice or a part thereof does not suspend the Client's payment obligation with respect to (the undisputed part of) an invoice.

BlueCity is entitled to adjust its rates at any time. BlueCity shall notify the Client at least 2 (two) months prior to any rate change. If BlueCity has announced a rate change, the Client may terminate the Agreement until the rate change becomes effective. The Client shall provide one month's notice.

BlueCity is entitled to increase its rates annually in accordance with the Consumer Price Index, as published by the Central Bureau of Statistics, without giving the Client the right to terminate or otherwise terminate the Agreement.

Article 8. Intellectual Property Rights

All Intellectual Property Rights vested in any documents or materials provided by the Client to BlueCity in connection with the performance of the Agreement shall at all times remain with the Client. The Client grants BlueCity a worldwide, non-exclusive and sub-licensable license to use the materials supplied for the performance of the Agreement.

The Intellectual Property Rights held by BlueCity at the time of entering into the Agreement shall remain with BlueCity.

If and to the extent that any Intellectual Property Rights arise in the performance of the Agreement in respect of the result of the Services, such Intellectual Property Rights shall be vested in BlueCity.

Under the condition that the Client has fulfilled all of its payment and other obligations under the Agreement, the Client acquires a limited, non-transferable, non-exclusive license to use the Intellectual Property Rights in respect of the result of the Services.

Article 9. Liability

BlueCity shall not be liable for indirect or consequential damages, such as loss of profits, loss of sales, loss of anticipated savings and other similar financial losses, nor for loss of goodwill, good name or reputation.

To the extent that BlueCity is liable, such liability shall be limited to no more than the fee paid by the Client under the Agreement.

Article 10. Varia

The Client shall not be entitled to assign their rights and/ or obligations under the Agreement to any third party without BlueCity's consent, unless the Parties have expressly agreed otherwise in writing.

If any provision of this Agreement is or becomes invalid or non-binding, the Parties shall remain bound by the remaining provisions. The Parties shall then replace the invalid provisions by mutual agreement with another that is valid and that approximates the intention of the Parties as much as possible.

The Agreement is governed by Dutch law. Any dispute arising from the Agreement shall be brought in the first instance before the competent court in the district where BlueCity is located.

General Terms & Conditions