General terms and conditions

Swasch: Swasch Agency, sole proprietorship of Bas Lefeber, Chamber of Commerce number 66659809.

Client: the business or organisation that gives Swasch an assignment or receives a quote from Swasch.

Assignment: the agreement between Swasch and the client about work Swasch carries out, such as Shopify development, design, brand development, imagery or ongoing development.

Ongoing assignment: an assignment without a fixed end date in which Swasch carries out work periodically, such as a monthly retainer.

Deliverables: everything Swasch creates for the client, such as code, themes, designs, copy and imagery.

In writing: by letter or email.

These terms apply to all quotes, assignments and agreements of Swasch.

Swasch works exclusively for businesses and organisations acting in the course of a profession or business. These terms are not intended for consumers.

The client's own terms and conditions do not apply, unless Swasch has accepted them in writing.

Deviations from these terms only apply if agreed in writing. If the quote or order confirmation says something different from these terms, the quote or order confirmation prevails.

If a provision is void or annulled, the other provisions remain in force. The parties will then replace the provision with a valid provision that comes as close as possible to its intent.

Quotes are without obligation and valid for 30 days, unless the quote states otherwise.

An assignment is formed as soon as the client accepts the quote in writing, or as soon as Swasch starts the work with the client's consent.

A quote is based on the information provided by the client. If that information turns out to be incorrect or incomplete, Swasch may adjust the quote.

Obvious mistakes or errors in a quote do not bind Swasch.

All prices are in euros and exclusive of VAT and other government levies.

Third-party costs, such as Shopify subscriptions, apps, themes, fonts, stock imagery and hosting, are not included unless the quote says so. The client pays these costs directly to the supplier, or Swasch passes them on after consultation.

For ongoing assignments, Swasch may adjust its rates once per calendar year. Swasch announces an adjustment in writing at least one month in advance. The client may then terminate the assignment as of the date the adjustment takes effect.

Swasch carries out the assignment carefully and to the best of its ability. This is a best-efforts obligation (inspanningsverplichting): Swasch does not guarantee a specific result, such as revenue, conversion or search visibility, unless expressly agreed in writing.

The client provides everything Swasch needs to carry out the assignment in good time, such as access to the Shopify store and other systems, content (copy, imagery and product data), feedback and decisions.

The client warrants that the content it provides is correct and that it is entitled to use it (or have it used). The client indemnifies Swasch against third-party claims based on that content.

If the client does not deliver on time or in full, Swasch may suspend the work and charge the resulting additional costs at the applicable rate.

Swasch may have parts of the assignment carried out by carefully selected third parties, such as freelancers. Swasch remains responsible to the client for the work.

After delivery, the client has 10 working days to review the deliverables and report errors. Swasch fixes reported errors within the agreed scope free of charge. After that period, or as soon as the client puts the deliverables into use (for example by launching the store), the deliverables are deemed accepted.

Work outside the agreed scope is additional work. Examples are extra features, extra rounds of revisions or changes to a part that has already been approved.

Swasch reports additional work in advance and only carries it out after the client agrees. Agreement by email is sufficient. Additional work is invoiced at the agreed hourly rate or based on a supplementary quote.

Additional work may affect the schedule. Swasch says so when reporting it.

Stated deadlines and delivery dates are indicative and not strict deadlines, unless expressly agreed otherwise in writing.

If a deadline is likely to be missed, Swasch lets the client know as soon as possible and the parties agree on a new schedule together.

Missing a deadline only entitles the client to damages or termination if Swasch, after a written notice of default giving a reasonable period to still perform, also lets that period pass.

Invoices are paid within 14 days of the invoice date.

For projects, Swasch may ask for a deposit and invoice in instalments, as stated in the quote. Ongoing assignments are invoiced monthly in advance, unless agreed otherwise.

If an invoice is not paid on time, Swasch sends a payment reminder. If payment is still not made, the client is in default and owes the statutory commercial interest (Article 6:119a of the Dutch Civil Code) from the invoice due date.

If Swasch has to have an invoice collected, the extrajudicial collection costs are borne by the client, calculated in accordance with the Dutch Decree on compensation for extrajudicial collection costs.

As long as a due invoice has not been paid, Swasch may suspend the work.

All intellectual property rights in the deliverables remain with Swasch until the client has paid all invoices for the assignment in full.

After full payment, the intellectual property rights in the custom work Swasch created specifically for the client transfer to the client. If a deed is required for that transfer, Swasch will cooperate on request.

Swasch retains the rights to general knowledge, methods and reusable code, components and tools that Swasch also uses for other assignments or had already developed. The client receives a perpetual, non-exclusive right to use these to the extent needed to use the deliverables.

Swasch may show the deliverables and the client's name in its portfolio, on its own website and social media and in presentations, unless the parties agree otherwise in writing. Swasch does not disclose confidential information in doing so.

Themes, apps, fonts, plugins, open-source software, stock imagery and other third-party components are subject to the licence terms of those third parties. Swasch does not transfer any rights to them. The client complies with those licences and pays the licence fees, unless agreed otherwise.

Imagery and copy created with AI tools are not always protected by copyright. Swasch transfers whatever rights exist in such material, but does not warrant that such material is protected by copyright.

Swasch builds on platforms and services of third parties, such as Shopify, apps from the Shopify App Store, payment providers, hosting and other software. These services are purchased by or in the name of the client, under the terms of those third parties.

Swasch is not responsible or liable for the availability, operation, changes, prices or outages of third-party services, or for their consequences for the deliverables.

If a third party changes its service after delivery and the deliverables need to be adjusted as a result, that work falls outside the original assignment.

Swasch is only liable for direct damage resulting from an attributable failure in the performance of the assignment.

Direct damage only means: the reasonable costs of remedying the failure, and the reasonable costs of establishing the cause and extent of the damage and limiting it.

Swasch's liability is limited to the amount Swasch invoiced for the assignment concerned, excluding VAT. For ongoing assignments, liability is limited to the amount Swasch invoiced in the six months before the event causing the damage, excluding VAT.

Swasch is not liable for indirect damage, including consequential damage, lost revenue, lost profit, missed savings, loss of data and damage due to business interruption.

These limitations do not apply if the damage results from intent or deliberate recklessness on the part of Swasch.

The client reports damage to Swasch in writing as soon as possible, and no later than twelve months after becoming aware of it. After that, the right to compensation lapses.

Swasch does not have to fulfil an obligation if force majeure prevents it. Force majeure means any circumstance outside Swasch's control, such as illness, outages at internet, hosting or platform providers (including Shopify), power cuts, cyberattacks and failures of suppliers.

If the force majeure lasts longer than 60 days, either party may terminate the assignment in writing. Work already carried out is invoiced proportionally.

Both parties keep confidential information they receive from each other secret, such as revenue figures, customer data, plans and login details. Information is confidential if this has been stated or follows from the nature of the information.

Confidentiality continues after the assignment ends.

Confidentiality does not apply to information that is already public, or to the extent a party is legally required to disclose information.

If Swasch processes personal data on behalf of the client during the assignment, such as customer data in the Shopify store, the parties enter into a data processing agreement. How Swasch itself handles personal data is described in the privacy statement.

A project assignment ends when the project has been delivered and paid for.

An ongoing assignment runs for an indefinite period, unless agreed otherwise. Either party may terminate an ongoing assignment in writing as of the end of a calendar month, with one month's notice.

If the client terminates a project assignment early, the client pays for the work already carried out and the costs Swasch has already incurred or committed to.

Either party may terminate the assignment in writing with immediate effect if the other party goes bankrupt, applies for a suspension of payments or ceases its business.

At the end of the assignment, Swasch hands over the deliverables and related files, provided all invoices have been paid. Swasch returns access to the client's systems or has it revoked.

All assignments and these terms are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

The parties first try to resolve a dispute together.

If that does not work, the dispute is submitted to the competent court of the District Court of North Holland (rechtbank Noord-Holland).

Swasch may change these terms. Changed terms apply to new assignments, and to current ongoing assignments from one month after Swasch has notified the client of the change in writing.

These terms are also available in English (this translation). If the Dutch and English texts differ, the Dutch text prevails.