Terms & Conditions

Article 7. Fees and Payment

1. All amounts mentioned in an offer, quotation, or Agreement are in Euros unless otherwise agreed. Clients from the United States or the United Kingdom may receive quotations in US Dollars (USD) or British Pounds (GBP), respectively. Any other currencies are not permitted. These amounts are stated excluding VAT and any other government-imposed charges, unless otherwise stated.

2. In the event that the Client makes payment in a currency other than Euros (EUR), specifically USD (US Dollars) or GBP (British Pounds), the Client agrees to cover any costs related to currency conversion, including but not limited to transaction fees, exchange rate fluctuations, and any additional charges imposed by payment service providers or banks.

3. The Client must pay the invoice in full within one month of the invoice date. This payment period is a strict deadline, and the Client will be in default without further notice if the payment is not made on time.

4. If the Client believes that the amount on the invoice is incorrect or that there is any other flaw in the invoice, they must notify in Orbit Earth V.O.F. immediately, providing convincing evidence to support their position. Disputing (a part of) an invoice does not suspend the Client’s payment obligation concerning (the undisputed part of) the invoice.

5. in Orbit Earth V.O.F. is entitled to adjust its rates at any time. in Orbit Earth V.O.F. will notify the Client at least 2 (two) months in advance of any rate changes. If in Orbit Earth V.O.F. announces a rate change, the Client may terminate the Agreement before the rate change takes effect. The Client must observe a notice period of one month.

6. in Orbit Earth V.O.F. is entitled to increase its rates annually in accordance with the Consumer Price Index, as published by the Central Bureau of Statistics, without this giving the Client the right to terminate or otherwise end the Agreement.

Article 8. Intellectual Property Rights

1. All Intellectual Property Rights related to documents or materials provided by the Client to in Orbit Earth V.O.F. in connection with the performance of the Agreement shall remain with the Client at all times. The Client grants in Orbit Earth V.O.F. a worldwide, non-exclusive, and sublicensable license to use the provided materials for the performance of the Agreement.

2. The Intellectual Property Rights that belong to in Orbit Earth V.O.F. at the time of entering into the Agreement shall remain with in Orbit Earth V.O.F.

3. If and to the extent that Intellectual Property Rights arise from the performance of the Agreement based on the results of the Services, these Intellectual Property Rights will remain with in Orbit Earth V.O.F.

4. Provided that the Client has fulfilled all its (payment) obligations under the Agreement, the Client will receive a limited, non-transferable, non-exclusive license to use the Intellectual Property Rights related to the results of the Services.

Article 9. Liability

1. The liability of in Orbit Earth V.O.F. is limited to the reimbursement of direct damages, regardless of the reason for liability.

2. Direct damages are understood to mean only the following:

1. Property damage, solely as defined in Section 3, Title 3, Book 6 of the Dutch Civil Code;

2. Reasonable costs incurred to prevent property damage, provided the Client can demonstrate that these costs resulted in a reduction of direct damages under the Agreement;

3. Reasonable costs incurred by the Client to determine the cause and extent of the damage, provided the determination relates to direct damages under the Agreement;

4. Reasonable costs the Client must incur to make in Orbit Earth V.O.F.’s performance conform to the Agreement.

1. in Orbit Earth V.O.F. is not liable for any damages other than direct damages, such as lost profits, loss of turnover, loss of expected savings, and other similar financial losses, as well as loss of goodwill, reputation, or any other damage that does not fall under the aforementioned direct damages.

2. In addition to the exclusions mentioned above, in Orbit Earth V.O.F. shall not be liable for any consequential, incidental, special, punitive, or indirect damages, including but not limited to loss of profits, loss of business, loss of data, or loss of use, even if in Orbit Earth V.O.F. has been advised of the possibility of such damages. This exclusion applies regardless of the nature of the claim, whether arising from breach of contract, tort (including negligence), or any other legal theory.

3. To the extent that in Orbit Earth V.O.F.  is liable, such liability is limited to a maximum of the amount the Client has paid under the Agreement.

4. The Client’s right to claim compensation expires in any event one (1) year after the event that caused the damage has occurred.

Article 10. Confidentiality

1. Both Parties acknowledge that in the course of the Agreement, they may have access to or receive information that is confidential or proprietary to the other Party. Each Party agrees to maintain the confidentiality of all such information and shall not disclose it to any third party without the prior written consent of the other Party, unless required by law or as necessary to fulfill their obligations under this Agreement.

2. Confidential Information includes, but is not limited to, business plans, financial data, marketing strategies, technical data, and any other information designated as confidential by either Party, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of its disclosure.

Article 11. Warranties and Guarantees

1. in Orbit Earth V.O.F. does not make any warranties or guarantees regarding the outcome of the services provided, unless explicitly stated in writing. While in Orbit Earth V.O.F. agrees to perform the services with reasonable skill and care, the Client acknowledges that the nature of the services may involve subjective elements or factors beyond in Orbit Earth V.O.F. 's control, such as market conditions, audience response, or other variables.

2. in Orbit Earth V.O.F. warrants that it will perform the services with the reasonable skill, diligence, and professionalism expected from a party providing such services. However, no specific guarantees regarding the success, quality, or outcomes of the services are provided unless specifically outlined in the Agreement or in a separate written document.

3. Any guarantees made in the Agreement or by in Orbit Earth V.O.F. are subject to the conditions specified in writing. in Orbit Earth V.O.F. does not guarantee any specific results, and any references to potential outcomes are for illustrative purposes only. The Client acknowledges that all services are provided on an “as-is” basis, and that in Orbit Earth V.O.F. is not liable for any failure to achieve the results the Client may have anticipated.

4. No other warranties, express or implied, are given by in Orbit Earth V.O.F., including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement of third-party rights.

Article 12. Miscellaneous

1. The Client is not entitled to transfer its rights and/or obligations arising from the Agreement to a third party without the consent of in Orbit Earth V.O.F., unless the Parties have expressly agreed otherwise in writing.

2. If any provision of this Agreement is found to be invalid or unenforceable, the Parties will remain bound by the other provisions. The Parties will then, in good faith, replace the invalid provision with a valid one that as closely as possible reflects the Parties' original intent.

3. Dutch law applies to the Agreement. Any disputes arising from the Agreement shall initially be submitted to the competent court in the district where in Orbit Earth V.O.F. is located.

4. Neither Party shall be liable for any failure or delay in the performance of its obligations under the Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, acts of government, war, terrorism, strikes, fires, floods, power failures, or any other event or condition beyond the reasonable control of the affected Party (hereinafter referred to as "Force Majeure").

5. In the event of a dispute arising from or in connection with this Agreement, the Parties agree to first attempt to resolve the dispute through amicable negotiations. If the dispute cannot be resolved through negotiation within 60 days, the Parties agree to attempt to resolve the dispute through mediation before any legal action is taken.