Article 1. Applicability and Definitions
1.1 These General Terms and Conditions (“Terms”) apply to all offers, agreements, and services provided by The Tribute, unless expressly agreed otherwise in writing.
1.2 In these Terms:
- The Tribute: Tribute Digital N.V., based in Aruba (KvK registration [add number]), providing digital consultancy, AI/automation solutions, workshops, and related services.
- Client: Any party entering into an agreement with The Tribute.
- Agreement: Any contract or engagement for services between The Tribute and the Client.
1.3 Deviations from these Terms are only valid if confirmed in writing by authorized representatives of The Tribute.
1.4 Any general terms and conditions of the Client are expressly excluded unless agreed in writing.
1.5 These Terms also apply to any third parties engaged by The Tribute for service delivery.
Article 2. Offers and Agreements
2.1 All offers, proposals, and quotations by The Tribute are non-binding unless otherwise stated, and are valid for 30 days.
2.2 Prices in offers are exclusive of applicable taxes (e.g., VAT/BBO), office costs, and any additional expenses unless stated otherwise.
2.3 Agreements are concluded only upon written confirmation by The Tribute or commencement of the agreed work.
2.4 The content of external communications (websites, brochures) is non-binding unless expressly incorporated into an agreement.
Article 3. Execution of Services
3.1 The Tribute will execute the Agreement with reasonable skill and care, in line with industry standards and agreed specifications. Unless agreed otherwise, The Tribute determines the manner and resources used.
3.2 The Tribute may engage third parties for (part of) the work at its discretion.
3.3 The Client shall provide all necessary, complete, and accurate information needed for proper service execution.
3.4 If required information is not provided timely, The Tribute may suspend the Agreement and charge related costs.
3.5 The Tribute is not liable for damages arising from incomplete or inaccurate information provided by the Client.
Article 4. Amendments
4.1 Changes to the Agreement are valid only if agreed in writing. Oral changes are at the Client’s risk.
4.2 Changes may affect timing, scope, and cost. The Tribute will inform the Client of any impact.
Article 5. Fees and Payment
5.1 All fees are exclusive of applicable taxes, software, third-party costs, or travel expenses unless agreed otherwise.
5.2 Unless agreed otherwise, services are charged based on actual hours worked and at agreed rates. Fixed fees, packages, or retainers may also be agreed.
5.3 The Tribute may adjust rates annually or if substantial cost increases occur (e.g., software, labor).
5.4 Invoices are payable within 30 days of the invoice date unless agreed otherwise. Advance payments may be required.
5.5 If payment is not made on time, The Tribute may charge statutory interest and recover any reasonable costs of collection.
5.6 The Tribute may suspend services if invoices are overdue.
Article 6. Duration and Termination
6.1 Agreements are for an indefinite period unless specified otherwise.
6.2 Either party may terminate the Agreement in writing with one month’s notice unless otherwise agreed.
6.3 Upon termination, outstanding work will be completed or transferred in consultation with the Client. Additional costs for transfer may be invoiced.
6.4 The Tribute may terminate or suspend the Agreement immediately if the Client fails to fulfill obligations, becomes insolvent, or in case of (suspected) unlawful use of services.
Article 7. Complaints
7.1 Complaints must be reported in writing within 14 days after delivery of services. Complaints do not suspend payment obligations.
7.2 If a complaint is justified, The Tribute will either correct the work, deliver replacement work, or adjust the invoice appropriately.
Article 8. Liability
8.1 The Tribute’s liability for direct damages is limited to the total fees paid for the relevant assignment (or, for ongoing services, the fees paid in the last three months), up to a maximum of $10,000, unless otherwise required by law.
8.2 The Tribute is not liable for indirect damages, loss of profit, loss of data, or third-party claims.
8.3 The Client indemnifies The Tribute against claims by third parties arising from materials, data, or instructions supplied by the Client.
8.4 Any claim for damages must be brought within three months of discovery and no later than three months after the end of the assignment.
Article 9. Confidentiality
9.1 Both parties will keep confidential information received from the other party confidential, unless required by law or with written consent.
9.2 Confidential information does not include information already in the public domain or obtained independently.
Article 10. Intellectual Property
10.1 Unless otherwise agreed, all intellectual property rights in materials, code, or deliverables developed by The Tribute remain with The Tribute.
10.2 Upon full payment, the Client receives a non-exclusive, non-transferable license to use the deliverables for agreed purposes.
10.3 The Client warrants that materials provided to The Tribute do not infringe on third-party rights.
10.4 The Tribute may use work results (anonymized) for portfolio, educational, or promotional purposes unless agreed otherwise.
Article 11. Force Majeure
11.1 Neither party is liable for delays or failures due to circumstances beyond its reasonable control (“force majeure”), including but not limited to natural disasters, internet outages, or government action.
11.2 If force majeure lasts longer than 60 days, either party may terminate the Agreement with written notice.
Article 12. Non-Solicitation
12.1 During the Agreement and for one year thereafter, the Client shall not employ or contract staff or freelancers of The Tribute without prior written consent.
Article 13. Governing Law and Disputes
13.1 These Terms and all agreements are governed by the laws of Aruba unless otherwise agreed in writing.
13.2 Disputes shall be submitted to the competent court in Aruba, unless mandatory law dictates otherwise.