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1. Definitions
In these general terms and conditions, the following terms shall have the meanings assigned to them below:
- Media Material: All visual and/or audio material, including but not limited to photos, videos, animations, graphics, illustrations, and other digital files, provided by or on behalf of the Client to the Contractor for the purpose of executing the assignment.
- Agreement: The agreement between the Client and the Contractor, under which the Contractor undertakes to perform certain work for the Client, and the Client undertakes to pay the agreed fee for this.
- Client: The natural or legal person who has given the Contractor an assignment to perform work and/or deliver products.
- Contractor: The natural or legal person who carries out the assignment for the Client, as referred to in these general terms and conditions.
- Intellectual Property Rights: All intellectual property rights and related rights, such as copyright, trademark right, design right, patent right, database right, and neighboring rights, as well as rights to know-how and trade secrets.
- Work: All activities to be performed by the Contractor for the Client, including the creation, editing, processing, and/or delivery of Media Material and other products and services.
2. Applicability
2.1 These general terms and conditions apply to all offers, agreements, and deliveries of services and products by the Contractor, unless expressly agreed otherwise in writing.
2.2 Deviations from these general terms and conditions are only valid if expressly agreed in writing between the parties.
2.3 The applicability of any purchase or other general terms and conditions of the Client is expressly rejected.
3. Offers and Formation of the Agreement
3.1 All offers from the Contractor are without obligation, unless stated otherwise in the offer.
3.2 An agreement is concluded only after the Client has accepted an offer from the Contractor in writing (including by email) or after the Contractor has confirmed the assignment in writing.
3.3 If the Client provides incomplete or incorrect information, the Contractor has the right to suspend the execution of the agreement or to dissolve the agreement, without being obliged to pay any compensation.
4. Execution of the Assignment
4.1 The Contractor will execute the assignment to the best of its knowledge and ability, in accordance with the agreements made and the specifications provided by the Client.
4.2 The Client shall ensure that all information, data, and Media Material that the Contractor indicates are necessary for the proper execution of the assignment, or which the Client should reasonably understand to be necessary, are provided to the Contractor in a timely manner and in the desired format.
4.3 If the Client does not provide the information, data, or Media Material required for the execution of the assignment in a timely manner, the Contractor has the right to suspend the execution of the assignment and to charge the Client for the resulting additional costs and loss of time.
4.4 The Contractor is entitled to have certain work performed by third parties engaged by it, if this is desirable for the proper execution of the assignment.
5. Delivery and Deadlines
5.1 Stated delivery times are indicative and never binding, unless expressly agreed otherwise in writing. If a deadline is exceeded, the Client must give the Contractor a written notice of default, granting a reasonable term for fulfillment.
5.2 The Contractor will make every effort to meet the agreed delivery times, but delays caused by circumstances beyond the Contractor's control (force majeure) shall not give the Client any right to compensation or dissolution.
6. Fees and Payment
6.1 All fees are exclusive of VAT and other government levies, unless stated otherwise.
6.2 Payment must be made within 14 days of the invoice date, unless otherwise agreed in writing.
6.3 If the Client fails to pay within the term, the Client is in default by operation of law. From the day the term is exceeded, the Client owes interest of 1% per month on the outstanding amount, unless the statutory commercial interest is higher, in which case the statutory interest applies.
6.4 All reasonable costs incurred by the Contractor in collecting the outstanding amounts, both judicial and extrajudicial, are for the account of the Client.
7. Intellectual Property
7.1 All Intellectual Property Rights to the Work and the delivered Media Material remain vested in the Contractor, unless expressly agreed otherwise in writing.
7.2 The Client is granted a non-exclusive, non-transferable right to use the delivered Work and Media Material solely for the purpose for which the assignment was given.
7.3 The Client is not permitted to change, edit, or have edited the Work or Media Material without the prior written consent of the Contractor, nor to make it available to third parties, unless this follows from the nature of the assignment.
7.4 In case of infringement of the provisions of this article, the Client forfeits an immediately due and payable fine of € 5,000 per infringement, without prejudice to the Contractor's right to claim full compensation.
8. Use of Media Material
8.1 The Client guarantees that it has all necessary rights and permissions to provide the Media Material to the Contractor and that the use of this Media Material by the Contractor for the execution of the assignment does not infringe any rights of third parties.
8.2 The Client indemnifies the Contractor against all claims from third parties arising from the use of the Media Material provided by the Client.
8.3 The Contractor is entitled to use the delivered Work and Media Material for its own portfolio, website, and promotional purposes, unless expressly agreed otherwise in writing.
9. Liability
9.1 The Contractor's liability is limited to the amount paid out by its professional liability insurer in the relevant case.
9.2 If the insurer does not pay out, or if the damage is not covered by the insurance, the Contractor's liability is limited to a maximum of the fee charged for the assignment in the relevant case, with a maximum of € 10,000.
9.3 The Contractor is never liable for indirect damage, consequential damage, loss of profit, loss of turnover, or damage due to business interruption.
9.4 The Client indemnifies the Contractor against all claims from third parties that arise from or are related to the execution of the assignment, unless the damage is caused by intent or gross negligence on the part of the Contractor.
9.5 Claims against the Contractor must be submitted in writing and motivated within 14 days after the Client discovered or could reasonably have discovered the facts on which the claim is based, under penalty of forfeiture of the claim.
10. Force Majeure
10.1 In case of force majeure, the Contractor is entitled to suspend the execution of the agreement or to dissolve the agreement, without being obliged to pay any compensation.
10.2 Force majeure includes, among other things: war, threat of war, terrorism, riots, strikes, illness of personnel, fire, flooding, power failure, internet failure, and disruptions in the network of suppliers or other third parties engaged.
11. Confidentiality
11.1 Both parties are obliged to maintain confidentiality of all confidential information obtained from the other party in the context of the agreement.
11.2 Confidential information is all information that is designated as confidential by the providing party or that the receiving party should reasonably understand to be confidential.
11.3 The confidentiality obligation does not apply to information that is already public, that was already known to the receiving party prior to the disclosure, or that must be provided by law or a competent authority.
12. Dissolution and Suspension
12.1 If the Client fails to fulfill its obligations under the agreement, fails to do so on time, or fails to do so properly, the Contractor is entitled to suspend the execution of the agreement or to dissolve the agreement, without being obliged to pay any compensation.
12.2 Furthermore, the Contractor is entitled to dissolve the agreement with immediate effect if the Client applies for a suspension of payments, files for bankruptcy, or if the Client's company is liquidated or ceases operations.
12.3 In the event of dissolution, the Client is obliged to pay the fee for the work already performed by the Contractor, as well as the costs incurred by the Contractor for the execution of the agreement, without prejudice to the Contractor's right to claim full compensation.
13. Applicable Law and Disputes
13.1 Dutch law applies to all legal relationships between the Client and the Contractor.
13.2 All disputes arising from or related to the agreement between the Client and the Contractor shall be submitted to the competent court in the district where the Contractor is established, unless mandatory law prescribes otherwise.
14. Final Provisions
14.1 If any provision of these general terms and conditions is declared invalid or void, the remaining provisions shall remain in full force and effect. The parties will then consult to agree on a new provision that approximates the content of the invalid provision as closely as possible.
14.2 The Contractor is entitled to change these general terms and conditions. Changes will be communicated to the Client in writing and will take effect 30 days after the notification, unless the Client objects to the changes within this period.
