Updated: 10 APR 2020
These Terms & Conditions shall apply to all contracts for the supply of services and goods by the Supplier to the Customer.
1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable Specification Document;
1.2 "Customer" means the organisation or person who purchases the submit service from welovedaily;
1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 "Specification Document" means a statement of work, quotation or other similar document describing the goods and services to be provided by welovedaily;
1.5 ""welovedaily" means welovedaily the inspirational platform for designers, developers, animators and illustrators.
2.1 These Terms & Conditions shall apply to all contracts for the supply of the submit service by welovedaily to the customer.
2.2 Before the commencement of the service welovedaily shall submit to the Customer a Specification Document which shall specify the goods and services to be supplied and the price payable. The Customer shall notify welovedaily immediately if the Customer does not agree with the contents of the Specification Document. All specification documents shall be subject to these Terms and Conditions.
2.3 Welovedaily shall use all reasonable endeavours to complete the service within estimated time frames but time shall not be of the essence in the performance of any services.
3.1 The price for the supply of the submit service are as set out in the website of welovedaily.
3.2 The payment will be done via PayPal. Currently there are no other ways to do the payment
The service shall be required only to conform to the specification in the Specification Document. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of welovedaily and no representation written or oral, correspondence or statement shall form part of the contract.
The date of delivery specified by welovedaily is an estimate only. Time for delivery shall not be of the essence of the contract and welovedaily shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the service.
6.1 To enable welovedaily to perform its obligations under this agreement the Customer shall:
6.1.1 co-operate with welovedaily;
6.1.2 provide welovedaily with any information reasonably required by welovedaily;
6.1.3 obtain all necessary permissions and consents which may be required before the commencement of the services; and
6.1.4 comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties.
6.2 The Customer shall be liable to compensate welovedaily for any expenses incurred by welovedaily as a result of the Customer’s failure to comply with clause 6.1.
6.3 Without prejudice to any other rights to which welovedaily may be entitled, in the event that the Customer unlawfully terminates or cancels the services agreed to in the Specification Document, the Customer shall be required to pay to welovedaily as agreed damages and not as a penalty the full amount of any third party costs to which welovedaily has committed and in respect of cancellations on less than five working days’ written notice the full amount of the services contracted for as set out in the Specification Document, and the Customer agrees this is a genuine pre-estimate of welovedaily’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under clause 6.1 shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this clause.
6.4 In the event that the Customer or any third party, not being a sub-contractor of welovedaily, shall omit or commit anything which prevents or delays welovedaily from undertaking or complying with any of its obligations under this agreement, then welovedaily shall notify the Customer as soon as possible and:
6.4.1 welovedaily shall have no liability in respect of any delay to the completion of any project;
6.4.2 if applicable, the timetable for the project will be modified accordingly;
6.4.3 welovedaily shall notify the Customer at the same time if it intends to make any claim for additional costs.
7.1 The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed services and price and any other terms agreed between the parties.
7.2 The Customer may at any time request alterations to the Specification Document by notice in writing to welovedaily. On receipt of the request for alterations welovedaily shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.
7.3 Where welovedaily gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise welovedaily by notice in writing whether or not it wishes the alterations to proceed.
7.4 Where welovedaily gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the specification document shall be amended to reflect such alterations and thereafter welovedaily shall perform this Agreement upon the basis of such amended terms.
8.1 Welovedaily warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
The Customer shall indemnify welovedaily against all claims, costs and expenses which welovedaily may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against welovedaily alleging that any goods and/or services provided by welovedaily in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.
10.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of welovedaily to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the customer to which the claim relates.
10.2 In no event shall welovedaily be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or welovedaily had been made aware of the possibility of the Customer incurring such a loss.
10.3 Nothing in these Terms and Conditions shall exclude or limit welovedaily’s liability for death or personal injury resulting from welovedaily’s negligence or that of its employees, agents or sub-contractors.
Either party may terminate this Agreement forthwith by notice in writing to the other if:
11.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
11.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
11.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
11.4 the other party ceases to carry on its business or substantially the whole of its business; or
11.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall be;
12.1 In case of a feature, be the property of the Customer. Welovedaily will never own the artwork made by the rightful owner, unless specified in the Specifications Document. If the rightful owner doesn’t want us to use it, then he can contact us via firstname.lastname@example.org.
12.2 In case of an advertisement, be the property of the Customer. Welovedaily will never own the artwork in the advertisement, unless specified in the Specifications Document.
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
Welovedaily and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Welovedaily may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve welovedaily of its obligations under this Agreement or any applicable Specification Document.
he Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of welovedaily.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this agreement.
Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
This Agreement shall be governed by and construed in accordance with the law of The Netherlands and the parties hereby submit to the exclusive jurisdiction of Dutch courts.