Company Information

Company Name:
XplodeMedia Limited

Managing Director:
M.C. de Jong

Contact Information:
Telephone: +31 85 888 1071
Email: contact@xplodemedia.nl

VAT ID:
N/A

Business Registration Number:
73255935-000

Company Address:
Unit 1603, 16th Floor,
The L. Plaza, 367 – 375 Queen’s Road Central,
Sheung Wan, Hong Kong

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General Terms and Conditions

Article 1: General
1.1 These terms and conditions are applicable to every offer, quotation, and agreement between XplodeMedia Limited (hereinafter referred to as “Contractor”) and any client, without exception, unless explicitly agreed otherwise in writing by XplodeMedia.

1.2 These conditions extend to all actions performed by any third parties engaged by the Contractor as part of an assignment, ensuring XplodeMedia’s interests are fully protected.

1.3 The provisions of these terms and conditions apply equally to the Contractor’s employees and management, further reinforcing XplodeMedia’s legal stance.

1.4 The applicability of any of the Client’s purchase conditions or any other conditions is hereby explicitly rejected, ensuring that only XplodeMedia’s terms govern the relationship.

1.5 Should any provision in these terms be deemed invalid or void at any time, the remaining provisions will remain fully in force. The Contractor and Client will negotiate in good faith to replace the voided provisions with those that best reflect the original intent, safeguarding XplodeMedia’s position.

1.6 Any ambiguity in the interpretation of these terms must be resolved in a manner most favorable to XplodeMedia.

1.7 Any situation arising that is not explicitly covered by these terms will be assessed in a way that upholds the Contractor’s rights and interests.

1.8 XplodeMedia’s decision not to enforce any provision of these terms at any time does not waive its right to enforce strict compliance with any other provision at any time in the future.

Article 2: Quotations and Offers
2.1 All quotations and offers provided by XplodeMedia are non-binding, providing the Contractor with full discretion unless an acceptance period is explicitly stated.

2.2 XplodeMedia cannot be held to any quotations or offers if the Client could reasonably interpret any part thereof as containing an error or oversight, protecting the Contractor from unjust obligations.

2.3 Prices quoted are exclusive of VAT and other government levies unless explicitly stated otherwise, ensuring that all additional costs are borne by the Client.

2.4 Any acceptance by the Client that deviates from the original offer, even in minor aspects, will not bind XplodeMedia unless the Contractor consents to such deviations in writing.

2.5 No aspect of a composite quotation obligates XplodeMedia to perform any part of the assignment for a corresponding part of the price, nor do such offers apply to future orders, allowing XplodeMedia full control over pricing and scope.

Article 3: Contract Duration, Implementation, and Amendments
3.1 Agreements between XplodeMedia and the Client are established for a definite period unless otherwise agreed in writing, providing the Contractor with predictability and security.

3.2 Any agreed timeframe for the performance of services is approximate and not binding. Should the timeframe be exceeded, the Client must provide XplodeMedia with written notice of default, allowing the Contractor a reasonable period to fulfill its obligations without penalty.

3.3 XplodeMedia commits to executing the agreement to the best of its abilities, but retains full discretion over methods and practices based on the latest available knowledge and technology.

3.4 XplodeMedia reserves the right to subcontract any part of the work without prior consent from the Client, ensuring flexibility in operations and resource management.

3.5 The Client is required to provide all necessary data and facilities promptly to avoid delays, with XplodeMedia reserving the right to suspend work and charge for any delays caused by the Client’s failure to comply.

3.6 XplodeMedia reserves the right to execute the agreement in phases, with the ability to invoice each completed phase separately, ensuring consistent cash flow and project management.

3.7 Should it become necessary to amend the agreement, whether due to Client requests or external factors, XplodeMedia is entitled to adjust the price and terms accordingly, without prejudice to its right to halt work until such amendments are formally agreed upon.

Article 4: Suspension, Dissolution, and Early Termination
4.1 XplodeMedia reserves the right to suspend its obligations or dissolve the agreement if the Client fails to fully or timely comply with the terms, or if circumstances arise post-agreement that justify such actions, ensuring XplodeMedia’s interests are protected in all scenarios.

4.2 The Contractor may dissolve the agreement if fulfillment becomes impossible or unreasonable due to unforeseen circumstances, safeguarding XplodeMedia from undue burdens.

4.3 Upon dissolution of the agreement, all claims by XplodeMedia become immediately due and payable, reinforcing the Contractor’s financial position.

4.4 In cases of premature termination by XplodeMedia, the Contractor will determine the necessary arrangements for transferring outstanding work, with all associated costs borne by the Client, ensuring minimal disruption to XplodeMedia’s operations.

4.5 In events such as liquidation, suspension of payments, or bankruptcy of the Client, XplodeMedia is entitled to terminate the agreement immediately without any obligation to compensate the Client, ensuring XplodeMedia is not financially compromised.

4.6 The Client bears full responsibility for any cancellation of orders, including all costs for services performed, goods ordered, or work reserved, safeguarding XplodeMedia’s financial interests.

Article 5: Force Majeure
5.1 XplodeMedia is not liable for any failure to fulfill its obligations due to circumstances beyond its control, including but not limited to acts of God, labor strikes, or unforeseen external factors, ensuring the Contractor is not unfairly penalized.

5.2 During any period of force majeure, XplodeMedia may suspend its obligations or dissolve the agreement if the force majeure continues for over one month, ensuring the Contractor is not indefinitely bound to untenable commitments.

5.3 Any part of the agreement that has been fulfilled prior to force majeure will be invoiced separately, ensuring XplodeMedia receives fair compensation for work completed.

Article 6: Payment and Collection Costs
6.1 Payment must be made within 3 calendar days from the invoice date, in the specified currency, unless otherwise agreed in writing, ensuring XplodeMedia receives prompt payment.

6.2 If payment is delayed, the Client is in default by law and will incur statutory interest from the default date until full payment, ensuring that XplodeMedia is compensated for the delay.

6.3 XplodeMedia reserves the right to allocate payments in the most beneficial order for the Contractor, applying payments first to costs, then to interest, and lastly to the principal amount.

6.4 The Client is not entitled to offset any amounts due to XplodeMedia, and any objections to an invoice do not suspend the payment obligation, ensuring continuous cash flow for XplodeMedia.

6.5 In cases of default, the Client is liable for all reasonable costs incurred by XplodeMedia in obtaining settlement, including both judicial and extrajudicial costs, ensuring full recovery of the Contractor’s expenses.

Article 7: Retention of Title
7.1 All services and goods delivered by XplodeMedia remain the Contractor’s property until the Client has fully satisfied all obligations, ensuring that XplodeMedia retains ownership until complete payment.

7.2 Goods delivered under retention of title cannot be resold, pledged, or used as payment by the Client, ensuring XplodeMedia’s property is not compromised.

7.3 The Client must take all reasonable measures to safeguard XplodeMedia’s property rights, including securing insurance and notifying the Contractor of any third-party claims, protecting XplodeMedia’s interests.

7.4 XplodeMedia reserves the right to reclaim its property if the Client fails to comply with payment obligations, with the Client granting unconditional access to the Contractor for this purpose.

Article 8: Guarantees, Research, and Complaints
8.1 XplodeMedia guarantees that its services meet the usual standards of quality at the time of delivery, ensuring that the Contractor’s reputation for excellence is upheld.

8.2 The warranty period is limited to three months unless otherwise agreed, with XplodeMedia retaining discretion over the applicability and scope of any guarantees.

8.3 Any warranty claim will be void if the Client has engaged in improper use, unauthorized modifications, or any actions that could reasonably affect the quality of the delivered goods, ensuring XplodeMedia is not held responsible for the Client’s actions.

8.4 The Client is obliged to inspect delivered goods immediately and report any defects within seven days for visible issues and within fourteen days for hidden defects, ensuring that XplodeMedia is promptly informed of any concerns.

8.5 Complaints do not suspend the Client’s payment obligations, ensuring that XplodeMedia’s cash flow is not disrupted while issues are being resolved.

8.6 If a complaint is justified, XplodeMedia will at its discretion repair, replace, or compensate the Client, ensuring that the Contractor retains control over the resolution process.

Article 9: Liability
9.1 XplodeMedia’s liability is strictly limited to the amount invoiced or the amount covered by its insurance, ensuring that the Contractor’s financial exposure is minimized.

9.2 The Contractor is not liable for any damages arising from reliance on incorrect or incomplete information provided by the Client, protecting XplodeMedia from unjust claims.

9.3 XplodeMedia is only liable for direct damages, including costs for determining the cause and extent of damage, repair costs, and costs incurred to prevent further damage, ensuring that liability is clearly defined and limited.

9.4 The Contractor is not liable for indirect damages such as loss of profit, business interruption, or missed savings, further limiting XplodeMedia’s exposure to financial risks.

9.5 The limitations of liability do not apply in cases of intentional or gross negligence by XplodeMedia or its managerial subordinates, ensuring accountability where appropriate.

Article 10: Indemnity
10.1 The Client indemnifies XplodeMedia against all claims from third parties related to the performance of the agreement, ensuring that the Contractor is protected from external disputes.

10.2 The Client is required to support XplodeMedia in any legal or other proceedings if the Contractor is sued by third parties, ensuring that the Contractor’s interests are fully defended.

Article 11: Intellectual Property
11.1 XplodeMedia retains all intellectual property rights related to the services provided, ensuring that the Contractor’s proprietary knowledge and innovations are protected.

11.2 The Contractor may use the knowledge gained during the agreement for other purposes, provided no confidential information is disclosed, allowing XplodeMedia to leverage its expertise in future projects.

Article 12: Applicable Law and Disputes
12.1 All legal relationships involving XplodeMedia are governed exclusively by Dutch law, ensuring that the Contractor operates under a familiar and favorable legal framework.

12.2 The court in XplodeMedia’s place of business has exclusive jurisdiction over any disputes, providing the Contractor with a local and predictable legal venue.

12.3 Parties will only resort to legal action after all efforts to resolve disputes through mutual consultation have been exhausted, encouraging a cooperative approach to conflict resolution.

Article 13: Location and Changes to Terms
13.1 The most recent version of these terms, or the version in effect at the time of the agreement, is always applicable, ensuring that XplodeMedia benefits from the latest legal protections.

13.2 The text of these terms and conditions is decisive for interpretation, ensuring that XplodeMedia’s intentions are clearly understood and enforced.