1.1. These conditions apply to all offers, order confirmations, sales, deliveries, agreements, products, and services of Vanhomsi (contractor) where Vanhomsi acts as seller / contractor.
1.2. The applicability of any general or specific terms and conditions or stipulations of the buyer / Client are explicitly rejected by Vanhomsi.
1.3. An agreement between Vanhomsi and the Client, whether or not concluded through intermediaries of Vanhomsi, only binds Vanhomsi after Vanhomsi has confirmed the agreement to the Client in writing.
1.4. Vanhomsi will use its best endeavors to provide the services, where appropriate in accordance with the agreements and procedures laid down in writing with the Client. If it has been agreed that the services will take place in phases, Vanhomsi is entitled to postpone the commencement of the services belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.
1.5. Where this agreement refers to written notification, this also includes notification via electronic messaging (e-mail) to the e-mail address hello@vanhomsi.com. In the event of a dispute over the receipt of such notice or message, Vanhomsi’s records shall prevail.
2.1. All offers and quotations are without obligation unless stated otherwise.
2.2. Offers and quotations are valid for 15 days unless stated otherwise.
2.3. Changes to a previous agreement between the client and Vanhomsi are only valid from the moment these changes have been accepted by both parties.
2.4. Offers and quotations do not automatically apply to future assignments.
3.1. Each party is authorized to dissolve an agreement with immediate effect, without further notice of default and without prior judicial intervention, in whole or in part for the future and / or to cancel a payment if:
3.1.1. the other party applies for suspension of payment;
3.1.2. the other party has been declared bankrupt or has come under the statutory regulation of debt rescheduling (Title Three Bankruptcy Act);
3.1.3. the goods made available by or on behalf of the other party within the framework of an agreement and / or associated Project Agreements, or annexes, are seized and this attachment is not lifted within a short period of time;
3.1.4. the other party is a legal person and it is dissolved.
3.2. Both parties can only terminate agreements through judicial intervention - with the exception of the cases stated in article 3.1. If the other party seriously fails to fulfill his / her obligations. The party considering such termination will always first have to give notice of default to the other party by a registered letter. He / she will also have to allow the other party a reasonable period of time to still fulfill his / her obligations. Premature termination does not affect the obligation to pay compensation.
4.1. All prices are exclusive sales tax (VAT).
4.2. In the event of an agreement in which amounts are periodically due to be paid by the Client, Vanhomsi is entitled to adjust the applicable prices and rates by means of written notification within a period of at least three months.
4.3. Vanhomsi is at all times entitled to send advance invoices.
4.4. Vanhomsi is in all cases entitled to adjust the agreed prices and rates by means of a written notification to the Client for performances that, according to the relevant planning or according to the agreement, will be delivered at a time that is at least three months after the date of this notice lies.
4.5. If the Client does not wish to agree to an adjustment of prices and rates made known by Vanhomsi as referred to in Article 4.2 or 4.3, the Client is entitled to terminate the agreement in writing within seven working days after the notification referred to in those Articles against the notification of Vanhomsi the date on which the price or rate adjustment would take effect or cancel the agreement.
4.6. All invoices will be paid by the Client in accordance with the payment conditions stated on the invoice. In the absence of specific conditions, the Client will pay within fourteen days of the invoice date.
4.7. If the Client does not pay the amounts due within the agreed term, the Client will, without any notice of default being required, owe the statutory interest on the outstanding amount. If, after notice of default, the Client continues to fail to pay the claim, the claim can be handed over, in which case, in addition to the total amount then owed, the Client will also be obliged to fully reimburse extrajudicial and judicial costs, including all costs calculated by external experts in addition to the costs established in court in connection with the collection of this claim or the exercise of law in any other way, the amount of which is set at a minimum of 15% of the total amount. Payment of a sum of money attributable to a particular obligation, first of all, serves to deduct the costs, then to deduct the interest that has arisen, and finally to deduct the longest outstanding principal and the current interest.
4.8. If amounts due are not paid in time, the Contractor is at all times entitled to suspend its performance. Suspension means that agreed delivery terms are suspended for the duration of the suspension.
4.9. Before the start of the work, 50% of the invoice amount must be paid. Unless otherwise agreed.
4.10. After completion of a new website, Vanhomsi will send a final invoice, less the amount of the down payment.
4.11. All costs for payment are at the expense of the client.
4.12. Any dispute or complaint regarding invoices must be submitted in writing to Vanhomsi within eight days of receipt of the invoice. After this date, complaints will not be processed, while the invoice is considered irrevocable and fully accepted.
5.1. An agreement is concluded on the day that one of the following conditions is met:
5.1.1. the order confirmation has been completed, signed, and received by Vanhomsi.
5.1.2. supply of required information from the client has been received by Vanhomsi.
5.1.3. the down payment of 50% of the agreed invoice amount has been received by Vanhomsi, unless agreed otherwise.
6.1. All intellectual property rights with regard to the concepts, designs, materials, and other works developed by Vanhomsi remain with Vanhomsi unless explicitly agreed otherwise in writing. Insofar as such a right can only be obtained through a deposit or registration, only Vanhomsi is authorized to do so.
6.2. Unless the work does not lend itself to it, Vanhomsi is at all times entitled to mention or remove his / her name on or near the work, and the client is not permitted to perform the work without prior permission without mentioning the name of Vanhomsi.
6.3. When the client fully complies with his obligations under the agreement with Vanhomsi, he obtains an exclusive license to use the work commissioned by Vanhomsi, insofar as this concerns the right of publication and reproduction in accordance with the agreed destination.
6.4. An exclusive license to use work made by Vanhomsi never entails the right to make changes to the work made by Vanhomsi.
6.5. Without written permission from Vanhomsi, the client is not entitled to use the design in a broader way or to use it in a different way than indicated when giving the assignment. In case of wider or different use, including modification, mutilation, or damage to the preliminary or final design by the client, Vanhomsi is entitled to compensation of three times the sales value for each violation committed and € 500 for each day that the violation continues. These fines are payable immediately after discovery of the violation without further notice of default. These fines in no way diminish Vanhomsi’s right to claim compensation for actual damage.
6.6. The client is no longer permitted to use the results of the assignment made available and any license granted to the client in the context of the assignment will lapse: a. From the moment the client discharges its (payment) obligations do not (fully) comply with the agreement or is otherwise in default unless the shortcoming of the client is of minor importance in the light of the entire assignment; b. if the assignment is terminated prematurely, for whatever reason, unless the consequences thereof are contrary to reasonableness and fairness.
6.7. The client indemnifies Vanhomsi against claims regarding intellectual property rights on materials or data provided by the client that is used in the execution of the assignment.
6.8. Vanhomsi has the freedom to use the design for its own publicity or promotion, taking into account the interests of the client.
7.1. Vanhomsi will be able to use third parties to work in the context of the implementation of a Project Agreement after written permission from the Client. The client may only refuse this permission on compelling grounds.
8.1. If Vanhomsi has performed work or other performances at the request of the Client that falls outside the content or scope of the agreed services / Project Agreement, these activities or performances will be reimbursed by the Client to Vanhomsi according to the usual rates of Vanhomsi. However, Vanhomsi is not obliged to comply with a request for additional work and may require that a written request is made, which must then be accepted in writing. Oral orders for additional work are not binding on Vanhomsi and are at (evidence) risk of the Client.
8.2. Paragraph 1 of this article also includes changes to the previously agreed final result.
8.3. The client accepts that the agreed or expected time of completion of the end result may be influenced by work or performances as referred to in paragraph 1 of this article.
9.1. The parties realize that the creation of a product is a dynamic process. During a project, Project Agreements can be amended in writing. Amendments and changes to these agreements are approved and signed by both parties before they enter into force. Vanhomsi reserves the right not to start the (follow-up) work before the desired adjustment in the Project Agreement has been approved and signed. If the Client does not respond within three working days of receipt of the document, it is assumed that the content of the document is correct.
9.2. If the legal relationship between the Client and Vanhomsi ends, the Client is entitled to receive the data of which it owns. If and insofar as the information is closed or included in a database and / or data file and / or software of which the contractor is not the owner, Vanhomsi will provide this information to the contractor in the form of a * .txt file. If the contractor wishes a different format, Vanhomsi will cooperate with this but is entitled to charge costs for this.
9.3. A custody agreement (escrow agreement) can be entered into separately at the request of the Client. The conditions under which this agreement is entered into will be further agreed separately. The costs of the storage are for the account of the Client.
9.4. The client ensures timely delivery of the material (text, photos and / or access to the web host’s control panel).
10.1. Exceeding the delivery time, however, never counts as a breach of contract. Under no circumstances is the client entitled to cancel the agreement, refuse payment, or claim compensation.
10.2. If the delivery time is exceeded by more than six months, the client can dissolve the agreement.
10.3. Final delivery of a website is as soon as possible after the completion of the development of the website and after payment of the full invoice amount has been received.
11.1. Egyptian law is applicable to these terms and conditions, as well as to all (Project) agreements. All disputes arising from these terms and conditions, as well as from all (Project) agreements, will be subject to the decision of the competent court in Egyptian court.
12.1. The parties acknowledge that the existence and content of the mutual relationship, as well as the data or information that become known to both parties in the context of the performance of activities stated in these and other agreements, are of a strictly confidential nature. The parties guarantee that all information of a confidential nature received from the other party before and after entering into the agreement will remain secret. The parties are obliged to also impose the confidentiality obligation referred to in paragraph 1 of this article on their employees and other third parties engaged by them.
13.1. Vanhomsi is never liable for any damage suffered by the Client or third parties.
13.2. Vanhomsi is not liable for any damage that occurs as a result of instruction provided by the Client (or has provided) with regard to design, layout, etc. The Client is thus fully responsible for the information provided by him / her.
13.3. Vanhomsi accepts no liability if it cannot perform or cannot perform on time as a result of force majeure.
13.4. Client will indemnify Vanhomsi against all claims from third parties.
14.1. In the case of force majeure Vanhomsi is entitled to consider the agreement as dissolved, without judicial intervention, and without being obliged to pay compensation.
14.2. Force majeure to comply with our obligations is any non-standard cause that cannot be attributed to Vanhomsi and which prevents the fulfillment of the agreement or obstructs or makes it objectionable to such a serious extent that such fulfillment cannot reasonably be required.
If you have any questions you can contact us at: hello@vanhomsi.com