These terms and conditions apply to any offer, quotation, application for or submission of a Design and every agreement between Crowdsite B.V. and the company or person who initiates a contest on the website www.crowdsite.com (“Principal”) or the company or person who submits a Design to such a contest (“Designer”), unless the parties expressly agreed otherwise in writing.
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Article 1. Contract formation
The agreement between Crowdsite and Principal is concluded as soon as Crowdsite has confirmed
in writing or electronically the order by Principal to initiate a contest or in case Principal has confirmed in writing or electronically the order in its entirety and has
received a written or electronic confirmation from Crowdsite.
The order for a contest must at least contain: a description of the contest, the term, the manner of payment and the prize to be paid for the winning design.
The agreement between Crowdsite and the Designer commences as soon as Designer submits a
design on the website www.Crowdsite.com in connection with a contest.
Crowdsite reserves the right to refuse offers, or applications if in her professional judgment it
would be prudent to do so.
Crowdsite reserves the right to charge reasonable administration or processing fees.
Article 2. Execution of the agreement
After conclusion of the agreement between Crowdsite and Principal and payment of all
amounts due, Crowdsite shall publish the order for the contest on its website and advertise the contest. Subsequently designers can submit their Designs for the contest using the means provided by Crowdsite to this end.
Crowdsite shall facilitate the contest and retain and make available to Principal all submissions for the duration of the contest and a reasonable period thereafter.
Subsequently Crowdsite has the right to remove all submissions and related contest data, without any liability for damages towards Principal or Designer for loss of data or otherwise.
Principal shall select after expiry of the term of the contest one Design from the available submissions as being the winning submission. In this manner Principal obligates itself to pay the prize to Designer or to Crowdsite (see article 5) for the winning submission. Principal is at all times solely responsible for the quality, term and approval of a Design.
In case Principal does not select a winning Design within a reasonable period in case of a Guaranteed Payment, Crowdsite may on behalf of Principal select a winning Design. Principal shall accept this selection.
The application of articles 7:404 and 7:407 subsection 2 of the Dutch Civil Code is expressly rejected in the course of the agreement and in the relationship between Designer and Principal.
In case the Design of Designer is selected as winning, Designer shall within five working days thereafter supply the Design including all source files and source codes that are reasonably necessary or that are indicated by Crowdsite or Principal to be necessary.
Principal must in all cases direct all complaints regarding the Design directly to Designer. Complaints with Crowdsite can only be filed the performance of obligations by Crowdsite as arising out of the agreement.
Article 3. Intellectual property
Designer guarantees Crowdsite and Principal that the Design and all parts thereof do not infringe on any intellectual or industrial property rights. Furthermore Principal guarantees that he is entitled to initiate the contest and that the description thereof reasonably seen shall not lead to infringements of third-party rights. This clause shall survive termination of the agreement.
In case of reasonable doubt as to the accuracy of the guarantee of the previous clause, Crowdsite is entitled to disqualify the submission or to suspend the contest until it is adjudicated by final decision that Crowdsite by the placing of the Design has not infringed on any rights. After that Crowdsite shall restore the submission(s). In case such doubts arise after the Design has been elected the winning submission, Crowdsite can still withdraw the submission, after which Principal must elect a new winner.
All intellectual and industrial property rights regarding submissions shall rest with Designer. OVG receives a limited license for use of the Design in connection with the contest and for its own promotional purposes during and after the contest.
Designer shall transfer to Principal all intellectual and industrial property rights (such
as copyrights, neighboring rights and the like) regarding the Design that Principal has elected as winning submission. In case perfection of such transfer requires further acts (such as signing legal documents or registration with government agencies anywhere in the world) Designer will provide its reasonable cooperation with such acts. Any costs (such as fees or costs of notaries public) for such acts shall be borne by Principal, although Designer shall not receive any hourly fees for carrying out such acts.
In case transfer of such rights is impossible, Designer hereby grants Principal a perpetual, unlimited and exclusive license to use the Design for all purposes and in all media, anywhere in the world. This implies the loss of such rights by Designer to exploit the Design himself or to supply the Design to other customers.
In case no Guaranteed Payment has been chosen, Designer is not required to transfer any rights or grant any exclusive license as provided above until Principal has paid the prize for the winning Design.
Principal only receives the intellectual property rights of the winning Design. For all other Designs Principal expressly does not receive any rights.
Article 4. Changes to the agreement
In case during execution of the agreement it becomes clear that a proper execution requires changes or additions, the parties will jointly discuss the required changes. Crowdsite is required to charge fees in case any changes to the agreement bring actual additional costs.
Without being in default Crowdsite may refuse for any reason any change to the agreement.
Article 5. Payment
Principal must pay the prize to Crowdsite within five working days after the agreement enters into force, together with the supplement charged by Crowdsite. After receipt of all payments Crowdsite shall publish the contest on the website. In case the payments have not been received in time, Crowdsite is entitled to cancel the agreement effective immediately.
Crowdsite shall pay the Designer the prize within at most ten working days after article 2.6 has been fulfilled. In case less than ten submissions have been received for a particular contest and Principal has indicated its desire not to elect a wining submission, Crowdsite shall refund the payment to Principal and cancel the contest.
Crowdsite is entitled to report any payments made to Designer together with Designer’s personal data to the Tax Authority.
Article 6. Disqualification, suspension and account removal
Crowdsite reserves the right to suspend or cancel contests, submissions or accounts at any time if deemed appropriate. In case Crowdsite exercises this right, Crowdsite will inform Principal or Designer at least 24 hours in advance.
In any case an appropriate reason is:
Designer or Principal failing to fulfill any obligation under the agreement;
Designer using an account in bad faith;
Designer having colluded with Principal so as to win a contest;
a contest or any submissions are insulting, libelous, immoral or unethical or threaten to negatively affect Crowdsite’s reputation;
a contest or submission obviously infringes third-party rights or in case Designer repeatedly has been accused by third parties to infringe their rights;
an account is being used for illegal or fraudulent activities or in a manner that can be reasonably considered to be defamatory, libelous, slanderous, threatening, tortuous, vulgar, obscene or otherwise objectionable;
a submission creating an unreasonable stress on the Crowdsite servers.
After suspension Crowdsite will consider a request for reinstatement by Principal or Designer
but Crowdsite is not required to fulfill such a request.
Crowdsite is not liable under any circumstances for the consequences of suspending or cancellation of a contest, submission or account.
In case Principal or Designer is negligent with any obligation under the agreement, Crowdsite may remove the contest or submissions involved from the website and bar them from further participation.
Article 7. Liability of Crowdsite
Crowdsite accepts legal liability for damages only as provided by this article.
Crowdsite is liable towards Principal or Designer only for an imputable failure to perform any of its obligations under the agreement, and then only for the value of the obligation in question.
Any liability for any other kind of damage is excluded, including but not limited to indirect damages, punitive damages, consequential damages or compensation for lost profits, damages as a result of delays in performance, damages due to loss of data, damages due to exceeding any time limits as a result of changed circumstances, damages as a result of insufficient cooperation, information or materials or damages as a result of advice or information provided outside the scope of this agreement.
Any compensation for damages shall be limited to the amount of the prize of the contest, except in case the damage was caused as a result of intentional acts or gross negligence.
Any liability of Crowdsite for an imputable failure exists only if Crowdsite has been put on notice of default in writing and Crowdsite has not corrected its failure within a reasonable period afterward.
In case a correction of the failure is impossible, liability shall exist only after Crowdsite has been put on notice of the existence of the failure.
Any liability for Crowdsite shall expire within one year after the date the cause of damages occurred, in case Crowdsite has not been properly put on notice in accordance with the previous clause.
Designer and Principal shall indemnify and hold harmless Crowdsite for any third-party claims in connection with the order or the submission of a Design, except and to the extent Designer or Principal can prove that the damages were caused by intentional acts of Crowdsite.
Article 8. Force majeure
A party shall not be obliged to perform any obligation if it is substantially prevented from doing so by a situation of force majeure, until such force majeure has been resolved.
In case a situation of force majeure exists for more than two months Crowdsite may cancel the agreement without obligation to compensate Designer or Principal for any damages.
To the extent Crowdsite has partially fulfilled any obligations under the agreement or is able to fulfill such obligations, Crowdsite is entitled to separately invoice for those obligations. Principal must pay those invoices as if they were separately invoiced.
Article 9. Duration and termination
The agreement between Crowdsite and Principal and between Crowdsite and Designer is entered into for the duration of the contest and its resolution.
Principal may not cancel or withdraw a contest at any time, except as provided in article 5.3.
Designer is entitled to withdraw a submitted Design from the contest at any time and thereby end its participation.
In case the execution of certain activities or the delivery of certain goods by Crowdsite is to be performed before a certain time limit, such time limit shall not be interpreted as fatal. In case of any time limits being exceeded Principal must first put Crowdsite on notice in writing.
Crowdsite is entitled to annul the agreement with immediate effect in case of Principal or Designer applies for a suspension of payment;
Principal or Designer enters a state of bankruptcy;
Principal or Designer imputable fails to perform any obligation under this agreement and does not rectify the failure within a reasonable term after being put on notice thereof.
Article 10. Changes to these terms and conditions
Crowdsite has the right to change or add to these terms and conditions.
Changes shall apply to existing agreements 30 days after their announcement on the Crowdsite website or after electronic notification to Principal or Designer.
In case Principal or Designer does not wish to accept any change in these terms and conditions, he may terminate the agreement with effect on the date the changes are to enter into force.
Article 11. Choice of law and venue
Dutch law applies to this agreement.
Except as provided by mandatory law, all disputes arising out of this agreement shall be brought before the competent courts for the principal place of business of Crowdsite.
Article 12. Miscellaneous provisions
Deviations from these terms and conditions are valid only if and to the extent those have been confirmed in writing by Crowdsite. In case Crowdsite has agreed in writhing to such deviations any other conditions remain into force even if not expressly stated so in such writing.
In case any provision of this agreement is ruled invalid by a competent court, such invalidity shall not affect the remainder of this agreement. The parties in such a case shall negotiate a replacement provision that approximates the invalidated clause as closely as possible within the boundaries of the law.
In case of any unclarity regarding the interpretation of any provisions in these terms and conditions or a situation arises that is not addressed in these terms and conditions, any interpretation shall be done within the spirit of the existing provisions.
A failure to promptly or strictly enforce any provisions of the agreement does not imply that such provisions do not apply or that Crowdsite would have lost the right to enforce such provisions in different situations.
The version of any communication as stored by Crowdsite shall constitute binding proof of the content of such communication, unless Principal or Designer can provide counter-proof.
The parties shall keep each other informed in writing of any changes to name, postal address, e-mail address, phone number and if requested bank or postal account number.