Terms and Conditions
Deposited at the registry of the Court of First Instance of Aruba.
Article 1: Definitions
The definitions set forth in these general terms and conditions should be interpreted to mean the following:
- Company: a visual imaging solution and graphic design company registered at the Chamber of Commerce & Industry of Aruba as Mind’s eye N.V. d.b.a. Zen Designs with its registered office at Tanki Leendert 213, Noord in Aruba, hereinafter to be referred to as “Zen Designs”, which company performs tasks, assignments and/or projects and provides services regarding all matters related to visual imaging solution and graphic design, in the broadest sense of the word.
- Client: A natural person or a company that requests the company to carry out tasks, assignments and/or projects as instructed by the client.
- Agreement: An agreement between Zen Designs and a client as stipulated in these general terms and conditions, which general terms and conditions are applicable to the agreement.
- Work: all tasks, assignments and/or projects performed by Zen Designs and services provided by Zen Designs, in the broadest sense of the word, for a client, which tasks, assignments and/or projects and services have been accepted by Zen Designs and all other matters in connection thereof.
Article 2: Applicability
2.1 These general terms and conditions are applicable on and form an integral part of all offers, deals, tasks, assignments, projects and/or agreements, whereby Zen Designs agrees to perform the tasks, assignments and/or services stipulated therein and all other tasks, assignments, projects and/or services in connection thereof.
2.2 An amendment or addition to these general terms and conditions are only valid if said amendment or addition has been explicitly agreed and done in writing.
2.3 In the case that an article or stipulation in these general terms and conditions is declared void or annulled, the validity of the remaining articles shall prevail. The client and Zen Designs shall discuss new articles or stipulations to replace the articles or stipulations declared void or annulled.
Article 3: Acceptance
3.1. An agreement between client and Zen Designs shall be considered to be established and shall be deemed valid if client accepts an offer of Zen Designs, unless Zen Designs comes to the decision to not enter into the agreement with client within seven (7) days after receipt of acceptance of the agreement by the client in question, in which case the offer of Zen Designs shall be considered to be lawfully revoked.
3.2 The provision stipulated in 3.1 shall not be applicable to irrevocable offers of Zen Designs.
3.3 In case the acceptance of the client deviates from the offer of Zen Designs, aforementioned acceptance shall be considered to be a new offer made by client and as a rejection of the initial offer by Zen Designs. Article 3.4 shall be applicable.
3.4 An agreement between client and Zen Designs on the basis of an offer by client shall be considered to be established and shall be deemed valid if said agreement is explicitly accepted by Zen Designs.
3.5 Zen Designs will not be bound by any estimate of price quoted on their behalf. All quotations given verbally will be regarded as provisional only. Quotations will only be given by email (official or unofficial) and shall remain valid for up to thirty (30) days.
Article 4: Information provided by client
4.1. Client shall be responsible to provide Zen Designs, promptly and in a timely manner, with all the necessary information, in order for Zen Designs to perform all tasks, assignments and/or services for client.
4.2 Client is responsible for the correctness, accuracy and authenticity of the information provided to Zen Designs, even if the information is provided by third parties.
4.3 Client indemnifies Zen Designs of any and all damages resulting directly or indirectly from incorrect information provided by client or third parties on behalf of client.
Article 5: Services
5.1 Zen Designs is able to provide several services to client regarding matters related to visual imaging solution and graphic design, in the broadest sense of the word.
5.2 Zen Design shall be able to, upon request of client, design, develop, create and provide client with a.o. artwork & visuals, digitally printed media and vehicle graphics.
5.3 Zen Designs shall be available for consultation upon request of client and shall provide client with oral or written advice regarding all matters related to visual imaging solution and graphic design.
5.4 Zen Designs shall perform all tasks, assignments and/or projects and services to the best of their abilities.
Article 6: Artwork & Visuals
6.1 All work performed by Zen Designs as a result of an amendment or alteration by client will result in additional costs to be paid by client. A sample will in most cases be produced by Zen Designs prior to the commencement of the work. It is the client’s responsibility to approve this artwork and to apprise Zen Designs of any changes needed/required. Zen Designs shall under no circumstances be liable and/or responsible for mistakes after proofing or instruction by client.
6.2 Instructions and approval of tasks, assignments, artwork and/or projects, must be done in writing by client. Verbal instructions by client taken face to face or by telephone prior to mutual approval of final artwork are at the client’s own risk.
6.3 Where artwork is supplied by the client, it is the sole responsibility of the client to ensure the artwork is in a “print ready” format and the instructions regarding scale must be provided to Zen Designs.
Article 7: Digitally Printed Media
7.1 Due to the limitations and the sensitivity of the various substrates used within the sign industry it is impossible to reproduce all colors exactly as requested and/or instructed. Therefore, in the absence of the client and/or a representative of client to select the appropriate color match, reproduction is at the sole discretion of Zen Designs.
7.2 Zen Designs will not be held responsible for the subsequent failure of the media if forced by the client’s own deadlines to operate outside of the recommended time frame. Zen Designs does not accept any responsibility and/or liability if Zen Designs is instructed by client and/or must use the material of client.
Article 8: Vehicle Graphics
8.1 To achieve the best and maximum results, all vehicles must arrive clean, free from grease, stains and dirt and free from existing graphics. There will be an extra charge if Zen Designs has to clean and prepare the vehicle prior to the installation of the vehicle graphics. This extra charge will be charged at our normal hourly rate.
8.2 Where artwork is supplied by the client, it is the responsibility of the client to ensure that the artwork is in a “print ready” format and the instructions regarding scale must be provided to Zen Designs.
8.3 It is the responsibility of the client to check the dimensions and layout of the actual vehicle(s). Due to the fact that two-dimensional graphics are being applied to a three-dimensional vehicle and due to the minor variances in the accuracy of templates the positioning of vehicle graphics can vary from the sample throughout the entire length of a vehicle. This is normal for vehicle graphics. The client is aware of the foregoing and hereby indemnifies Zen Designs from any damages as a result thereof.
8.4 Poor surface paint or clear coats will not allow the vinyl adhesive to stick properly and the adhesive may fail. It is the responsibility of the vehicle owner to bring in a vehicle that is ready to be wrapped. Extreme curves and deep pockets may exceed the limits of how far the material can stretch.
8.5 Due to the limitations and the sensitivity of the various substrates, it is impossible to reproduce all colors accurately as requested and/or instructed. Therefore, in the absence of client and/or a representative of client to select the appropriate color sample, reproduction will be at the discretion of Zen Designs.
8.6 If Zen Designs has been requested by client to wrap over existing vinyl strips or letters, the new wrap will be thin enough on top that there will be evidence that there is old vinyl underneath the new vinyl. Zen Designs cannot be held responsible and/or liable for any damages as a result of wrapping over existing vinyl strips, and/or damages to the vehicle caused through the application of the vinyl products, in the broadest sense of the word.
8.7 Zen Designs shall not be liable if during the installation of a wrap the clear coat of the car begins to peel off. Original painted vehicles will not have any problems with the clear coat peeling off.
8.8 Where Zen Designs provides the artwork, it is essential the client fully checks the final proof/sample with the actual vehicle to check for any variations e.g. style of lights, positioning of number plates and other major or minor variations from the template proof provided.
8.9 All removals of vehicle graphics will be charged for separately. Vinyl removal can be a very time consuming process and will therefore be charged for by the hour. Zen Designs cannot be held responsible and/or liable for any paint damage on the vehicle during this process since the integrity of the existing paintwork or clear coat is not known. The client is well aware of the foregoing and hereby indemnifies Zen Designs from any damages as a result thereof
8.10 In the event where the vinyl is damaged due to no fault of Zen Designs (e.g. mechanical damage), the client obliges to pay the costs of the correction.
Article 9: Term of work
9.1 The term of all work performed by Zen Designs shall be determined at its sole discretion.
9.2 If there is a term agreed between client and Zen Designs regarding the termination or completion of a specific task, assignment and/or project, aforementioned term shall only be considered a deadline if it has been explicitly agreed by and between client and Zen Designs.
9.3 Should client impede Zen Designs, in any way and/or form, to complete a task, assignment and/or project within the agreed deadline, for example, by not providing the necessary information to Zen Designs, Zen Designs shall not be held liable in any way for any damages as a direct or indirect result of untimeliness. In this case, Zen Designs shall propose a new deadline to client.
Article 10: Force Majeure
10.1 All circumstances originating from an irresistible force and/or all unforeseen events and circumstances beyond the control of Zen Designs, in the broadest sense of the word, shall be considered to be force majeure.
10.2 In case force majeure delays or impedes the performance of tasks, assignments, projects and/or services by Zen Designs, both the client and Zen Designs shall be able to terminate the agreement, without judicial intervention and without the right to any compensation for damages.
Article 11: Additional work
Additional work shall be defined as all tasks, assignments, projects and/or services, in the broadest sense of the word, that are not part of the offer of Zen Designs or the agreement between client and Zen Designs. Client shall be charged separately for all additional work performed by Zen Designs.
Article 12: Payment
12.1 A deposit of 50% is required for all signage with the placing of the order. The balance must be paid on the day of installation.
12.2 Payment is due upon completion of works, projects and/or services whether or not the client collects the work in question.
12.3 All invoices regarding work performed Zen Designs upon instructions of client must be paid within seven (7) days from the date of the invoice, unless otherwise explicitly agreed between client and Zen Designs.
12.4 If client is in default of timely payment to Zen Designs, Zen Designs shall be entitled to:
- charge 1% interest per month for late payment on the amount of the invoice or any other unpaid balance thereof;
- immediately suspend any tasks, assignments, projects and/or services which is being carried out by Zen Designs for the client;
- take any and all existing legal remedies in order to obtain payment;
- charge client with all costs incurred both in and out of court in connection with collecting debts, which shall amount to out-of-court collection charges of fifteen (15) % of the amount due, increased by the statutory interest.
12.5 All goods shall remain the property of Zen Designs until payment by client has been received in full by Zen Designs.
12.6 All complaints regarding the invoices must be submitted in writing within seven (7) days after receiving the invoice in question. After aforementioned period, Zen Designs shall not take any complaints regarding the invoice into consideration and shall not be held liable for any direct or indirect result regarding the invoice.
12.7 Zen Designs may from time to time agree to vary the above terms with respect to payment, but the client may only rely upon variation of the said terms, which are expressly agreed by Zen Designs in writing.
Article 13: Management Companies & Agents
13.1 If client is acting on behalf of or working for end user clients (e.g. Project Management Companies, Freelance designers or Design Companies/Houses) the agreement will be between Zen Designs and the end user clients of whom the invoice is to be made out to. The payment terms will be in accordance with article 12 mentioned here above.
13.2 Zen Designs will not accept delayed payments as a result from terms agreed upon between the client and the end user clients.
Article 14: Liabilities, Indemnification and Complaints
14.1 Zen Designs shall not be held liable by client, for any reason whatsoever, for any damages, direct or indirect, unless aforementioned damage is a result of intent or gross negligence on part of Zen Designs.
14.2 The liability of Zen Designs shall only include direct damages. Zen Designs shall in no circumstances be held liable for any other damages, including but not limited to, consequential damages and/or loss of profit. Any liability on the part of Zen Designs, shall be limited to the amount equal to the tasks, assignments, projects and/or services performed by Zen Designs as instructed by client.
14.3 Client expressly indemnifies Zen Designs against any and all claims of third parties, which in any way, shape or form relate to or arise from the tasks, assignments, projects and/or services carried out by Zen Designs for client, except for intent or gross negligence on the part of Zen Designs.
14.4 The client warrants to Zen Designs that any work which Zen Designs is asked to carry out will not result in any infringement of any copyright, patent or design and will not result in any action for defamation and, further, the client agrees to indemnify Zen Designs in respect of all claims, costs, expenses or liability incurred by Zen Designs in anyway whatsoever.
14.5 All complaints must be received in writing within seven (7) days as of the completion of the work. After this time, Zen Designs cannot be held liable for eventual changes and as of this moment any changes and/or amendments will be considered additional work and appropriate charges may apply.
14.6 Zen Designs will strive to resolve all complaints promptly and efficiently. Zen Designs will make every effort possible to ensure all problems are resolved and mistakes corrected.
Article 15: Confidentiality
Client and Zen Designs agree and commit themselves to not disclose any confidential information regarding the tasks, assignments, projects and/or services, unless client has received prior approval of Zen Designs or Zen Designs has received prior approval of client to disclose said information.
Article 16: Copyrights
The copyrights in connection with any and all programs, softwares, art works, projects and other services developed by Zen Designs, in the broadest sense of the word, shall at all times and under all and every circumstances be deemed to vest in Zen Designs as the owner of the copyrights. Zen Designs shall at all times have the exclusive rights regarding any and all programs, softwares, art works, projects and other services developed by Zen Designs, in the broadest sense of the word.
Article 17: Miscellaneous
17.1 All rights of action and other powers of whatever nature vis-à-vis Zen Designs related to tasks, assignments, projects and/or services rendered, shall become barred in any event one (1) year after client has become aware or reasonably could have been aware of the existence of these rights and powers.
17.2 The laws of Aruba exclusively govern any and all relationships between Client and Zen Designs, whereas disputes arising therefrom shall be submitted to the Court of First Instance of Aruba.
Deposited at the registry of the Court of First Instance of Aruba on January 30, 2019.