General terms and conditions (version 2025-02)

Article 1. Applicability of General Terms and Conditions 

1.1 These General Terms and Conditions (the “Terms”) apply to all offers and the establishment, content, and fulfillment of all agreements between the relevant client (and/or its authorized representatives) to whom these Terms have been extended or referred, (hereinafter: the “Party B”), and the contractor, Design2Gather International Ltd. (hereinafter: “Party A”). 

1.2 The acceptance and retention of these Terms, as such, by Party B, is herewith deemed to constitute the agreement of their application. Deviations from these Terms can only be agreed in writing between Party A and Party B. 

1.3 These Terms will prevail, at all times, over any general terms and conditions of the other party (any party other than Party A). Even if the terms and conditions of the other party have a provision of the same purport as stated above, the Terms of Party A will at all times take precedence over such possible terms and conditions of the other party, which are herewith explicitly rejected. 

1.4 It is noted that Party A holds the right to change these Terms over time. Such changes shall be effective immediately upon the posting and/or notification of the modified Terms. 

Article 2. Services and Responsibilities 

2.1 The services (the “Services”) between the parties will (or may) be set out in one (or more) written agreement(s), which are only deemed issued and accepted if signed accordingly by an authorized representative of Party A. 

2.2 Party B is responsible for determining that the scope of the Services is appropriate for its needs. Party B shall cooperate with Party A and its affiliates (or subcontractors, where applicable) in the performance of the Services, including, without limitation, providing reasonable facilities and timely access to data, information, personnel and, if applicable, its the premises.  

2.3 Party B shall also be solely responsible for, among other things: i) complying with national and foreign legislation and regulations applicable to Party B and its activities; ii) compliance with all applicable national and foreign legislation and regulations in the area of protection of privacy and data (or Personal Data) including where Party B provides Party A with – or puts at Party A’s disposal – data (or Personal Data) of its personnel, its clients or other third parties.  

2.4 Party B will also take all steps necessary, including obtaining any required licenses, certificates, or consents, to prevent customer-caused delays in Party A’s provision of the Services.  

2.5 Party A solely undertakes reasonable efforts under agreements, with regard to the Services. Party A warrants that it shall perform the Services in good faith and with due professional care. Party A disclaims all other warranties, either express or implied. Party A will use reasonable efforts to supply the Services and deliver the deliverables in accordance with any timetable and specifications referred to in (separate) agreements (signed by Party A) or otherwise specified and agreed by the parties in writing. However, unless both parties specifically agree otherwise in writing, all dates given by Party A or specified by Party B for the Services are intended for planning and estimating purposes only and are not contractually binding. 

2.6 In providing the Services, Party A may discuss ideas with Party B orally or show Party B drafts of deliverables. To the extent that the content of such drafts or oral advice is finalized and confirmed to Party B in writing, such writing shall supersede any previous drafts or oral advice. Party A shall not be responsible if Party B or others choose to rely on, act or refrain from acting on the basis of such drafts or oral advice. 

2.7 Party A shall not be required or deemed to have knowledge of any information known to other professionals of Party A or any of its other entities (if any) not involved in performing the Services under the relevant agreement. 

2.8 Party A has no responsibility to monitor events occurring after the agreed upon end date or date of completion of the Services nor to update any deliverable unless the parties have agreed otherwise in writing explicitly.  

Article 3. Fee Quotation & Expenses 

3.1 Quotations issued by Party A are without obligation and are valid for 1 (one) month. Quotes can undergo changes due to an unforeseen change in the work or the performance of Services. Prices are exclusive of VAT. The rates stated in the quotation or other quotations and offers do not automatically apply to future orders. 

3.2 Orders are confirmed in writing by Party B. When Party B fails to do so, but nevertheless agrees that Party A starts with the execution of the assignment, then the content of the offer is deemed to have been agreed and these Terms automatically also apply. Further oral agreements and stipulations only bind Party A after they have been agreed in writing by Party A. 

3.3 For the purposes of invoicing, Party B’s relevant entity (the entity commissioning Party A) to produce the work, will be deemed Party A’s customer and will be liable for, any and all payments due, unless agreed otherwise prior to commencement of work. 

3.4 The placement of an order for design and/or any other services offered by Party A, by email, verbally or in writing, is deemed to be acceptance of these Terms. 

3.5 In consideration of the provision of the Services by Party A and the rights granted to Party B under these Terms and (separate) agreement(s), Party B shall pay the fees set out in the applicable agreed documentation accordingly. Unless otherwise provided in the applicable additional (service) agreement, said fee will be payable within 14 (fourteen) days of receipt by Party B of an invoice from Party B.  

3.6 Party B shall reimburse Party A for all reasonable expenses incurred in accordance with the Services within 14 (fourteen) days of receipt by Party B of an invoice from Party A accompanied by receipts and reasonable supporting documentation. 

3.7 Party B shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Party B; provided, that, in no event shall Party B pay or be responsible for any taxes imposed on, or regarding, Party A’s income, revenues, gross receipts, personnel, or real or personal property or other assets. 

3.8 Except for invoiced payments that Party B has successfully disputed, all late payments shall bear interest at the lesser of the rate of 2.0% (two percent) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Party B shall also reimburse Party A for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms, separate agreements between the parties or at law (which Party A does not waive by the exercise of any rights hereunder), Party A shall be entitled to suspend the provision of any Services if Party B fails to pay any (undisputed) amounts when due hereunder and such failure continues for 30 (thirty) days following written notice thereof. 

Article 4. Intellectual Property Rights; Ownership 

4.1 Except as set forth in paragraph 3 of this article, Party A is, and shall be, the sole and exclusive owner of all right, title and interest in and to all documents, work, product and other materials that are delivered to Party B under these Terms or agreement(s) prepared by or entered into by Party A in the course of performing the Services (collectively, the “Deliverables”), including all intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable and/or registered or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights, whether registered or not (collectively, “Intellectual Property Rights”). 

4.2 Party A and its licensors are, and shall remain, the sole and exclusive owners of all right, title, and interest in and to all documents, data, know-how, methodologies, software, and other materials, including computer programs, reports, and specifications, provided by or used by Party A in connection with performing the Services, in each case developed or acquired by Party A prior to the commencement or independently of this Agreement (the “Pre-Existing Materials”), including all Intellectual Property Rights therein.  

4.3 Party B and its licensors are, and shall remain, the sole and exclusive owner of all rights, title, and interest in and to any documents, data, know-how, methodologies, software, and other materials provided to Party A by Party B, including computer programs, reports and specifications (the “Customer Materials”), including all Intellectual Property Rights therein. Party A shall have no right or license to use any Customer Materials except solely during the term of the agreement(s) to the extent necessary to provide the Services to Party B. All other rights in and to the Customer Materials are expressly reserved by Party B.  

Article 5. Risk and Retention of Title 

5.1 Risk of damage to or loss of the products, containers, and equipment shall pass to Party B on completion of delivery to Party B where Party A is responsible for primary and secondary distribution. Where Party B has engaged a nominated distributor, risk shall pass to Party B’s nominated distributor on completion of delivery to Party B’s nominated distributor. In the case of bulk products, risk of damage to or loss of the products shall pass to Party B when the relevant tanker seal is broken. 

5.2 Title to the products (but not in any returnable containers or equipment) shall pass to Party B only when Party A has received from Party B payment (in cleared funds) of: 

1. All amounts owing in respect of these products; and 
   
   

2. All other amounts then due and owing from Party B to Party A or any other entity of Party A, whether or not under these Terms. 

For the avoidance of doubt, where Party B has engaged a nominated distributor, title shall transfer to Party B only when Party A has received payment from Party B in full for the relevant products. Title shall not at any point transfer to Party B’s nominated distributor.  

5.3 Until title to the products passes to Party B, Party B shall (i) hold the products as Party A’s fiduciary agent, and (ii) keep the products separate from Party B’s own products and third party products, and (iii) ensure the products are properly stored, protected and insured by Party B against all risks on our behalf from the date of delivery (for an amount which is not less than the price payable to Party A) and clearly identified as Party A’s property.  

5.4 Until title to the products passes to Party B, Party A may require Party B to deliver up the products to Party A or make the products available for collection by Party A in the event that Party B fails to make payment to Party A under these Terms or additional agreement(s), or if Party A has concerns (in its sole and absolute discretion) about Party B’s solvency. If Party B fails to do so, Party B hereby irrevocably agrees that Party A (or its representatives) may enter Party B’s premises or any third party premises where the products are stored and repossess the products. 

5.5 Party B shall not be entitled to (nor purport to) sell (other than in accordance with relevant terms agreed between the parties), mortgage, encumber, part with possession of, pledge or charge by way of security any of the products, containers, equipment which remains Party A’s property (and must remain identified as such) or allow any lien or encumbrance to arise over them. If Party B does so or purport to do so, all money owing by Party B to Party A shall become immediately due and payable, and Party A shall have the right to recover its products, containers and equipment. 

5.6 The rights and remedies conferred to Party A by this article 5 are in addition to and shall not in any way limit Party A’s other rights, including Party A’s right to sue for the price of the products (even if title to the products has not passed) and to recover Party A’s products, containers, and equipment. 

Article 6. Set-off 

6.1 If Party B owes Party A, or any other entities or affiliates of Party A, any payment or other liability, then Party A may set-off, withhold or deduct that amount from any sum which Party A, or such other entities or affiliates of Party A, owes Party B. 

6.2 If Party A, or any other entities or affiliates of Party A, owe(s) Party B any payment or other liability, Party B shall not be permitted to set-off, counterclaim, withhold or deduct any sum which Party A owes Party B from any amount that Party B owes Party A, or any other entities or affiliates of Party A. 

Article 7. Force Majeure 

7.1 Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest, or other event beyond the reasonable control of either party. 

Article 8. Limitation of Liability 

8.1 In no event shall party A be liable to party B or to any third party for any loss of use, revenue, or profit or loss of data or diminution in value, or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not party A has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

8.2 In no event shall party A's aggregate liability arising out of or related to these terms wheteher arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the aggregate amounts paid to party A pursuant to the applicable relevant agreements.

Article 9. Miscellaneous 

9.1 Failure by either party to require strict performance by the other party of any obligation under the Terms shall in no way affect its right thereafter to enforce any obligation under the Terms, nor shall a waiver by either party of any breach be held to be a waiver of any previous or later breach. No waiver will have any effect unless it is specific, irrevocable and in writing. 

9.2 Nothing in these Terms is intended to or shall be deemed to create an agency relationship between the parties, or to create a partnership, joint venture or employment relationship between the parties or shall be deemed authorise any party to make or enter into any commitments for on behalf of any other party. 

9.3 Expiry, termination or cancellation of the Terms shall not affect any right or obligation, which expressly or by its nature survives such expiry, termination or cancellation, including but not limited to representations, guarantees, non-competition- or confidentiality obligations, Intellectual Property Rights and accrued rights. 

9.4 To the extent not already set out in the Terms, the parties shall agree, on a service level agreement on the basis of which any issues of a commercial and operational nature will be discussed between the parties. 

9.5 These Terms, including and together with any related agreements, annex, exhibits, schedules, attachments and appendices, constitute the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.  

9.6 All notices, requests, consents, claims, demands, waivers and other communications under these Terms (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other party at its address set forth below (or to such other address that the receiving party may designate from time to time in accordance with Party A’s compliance form or agreements separately agreed on). 

9.7 Party B is, for its own risk and account, responsible for all information (company details and other) to Party A (for instance, but not limited to the information in the relevant compliance form or agreements separately agreed on) and Party A may presume that all information provided by Party B is correct. Party A will therefore not be liable for any claims or damages resulting from any information (incorrectly) given/shared by Party B (and its authorized representatives) to Party A (and its authorized representatives). 

Article 10. Interpretation 

10.1 In these Terms and in any agreement Party A may have with Party B: 

(a) The singular includes the plural and vice versa; 

(b) Any phrase introduced by the terms “including”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; 

(c) Any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists); 

(d) References to statutes, any statutory instrument, regulation or order shall be construed as a reference to such statute, statutory instrument, regulation or order as amended, supplemented or re-enacted from time to time.