These general terms and conditions do not apply to events, to which the general terms and conditions of IDEA apply.
1.1 These general terms and conditions apply to all quotations and the establishment, contents and fulfilment of all contracts concluded between the Client and the Contractor. Deviations from these General Terms and Conditions can only be agreed in writing between the Client and the Contractor.
1.2 Price offers may undergo changes based on unexpected changes in work. All prices exclude VAT. The stated rates and offers do not automatically apply to future contracts. The Client guarantees the correctness and completeness of the information it provides, or that is provided on its behalf, to the Contractor and on which the Contractor bases the offer.
1.3 The Client must confirm Contracts in writing. If the Client fails to do this, but nonetheless agrees that the Contractor shall commence executing an order, the contents of the offer shall be deemed to have been agreed and these General Terms and Conditions shall apply. Further oral agreements and stipulations are only binding on the Contractor after the Contractor has confirmed them in writing..
2.1 The Contractor shall make every effort to execute the order carefully and independently, to represent the interests of the Client to the best of its knowledge, and to strive for a result that is useful for the Client, as can and may be expected from a Contractor acting reasonably and professionally. The Contractor will keep the Client informed of the progress of the work insofar as necessary.
2.2 The Client shall do everything reasonably necessary or desirable to facilitate timely and correct delivery by the Contractor, such as (seeing to) the timely delivery of complete, sound, and clear data or materials which the Contractor states or the Client understands or should reasonably understand are necessary for the execution of the agreed work.
2.3 A term specified by the Contractor for the execution of the contract is indicative, unless agreed otherwise in writing.
2.4 Unless agreed otherwise, the order of the Contractor does not include the following:
2.5 Before proceeding with execution, production, duplication or publication, parties shall enable each other to test and approve the latest models, prototypes, or samples of the result.
2.6 Deviations in the (final) result compared to what has been agreed are not grounds for rejection or dissolution of the Contract or discount or compensation for the agreed work. This applies if such deviations, considering all circumstances, are reasonably of minor significance.
2.7 Complaints must be communicated to the Contractor in writing as soon as possible, but in any case, within ten working days after completion of the order, failing which the Client is deemed to have fully accepted the result of the order.
3.1 Unless agreed otherwise, orders are given to third parties in the context of the execution of the order by or on behalf of the Client. At the request of the Client, the Contractor may act as an authorised representative at the expense and risk of the Client. Parties can agree on a fee for this.
3.2 If the Contractor draws up a budget for the costs of third parties at the request of the Client, this budget is indicative. If desired, the Contractor can request offers on behalf of the Client.
3.3 If, in the execution of the order, the Contractor purchases goods or services from third parties, according to an explicit agreement, at its own expense and risk, after which said goods or services are passed on to the Client, the provisions of the general terms and conditions of and/or separate agreements with the supplier regarding warranty and liability apply, including towards the Client.
3.4 If the Contractor, whether or not in the name of the Client, issues orders or instructions to production companies or other third parties, the Client will confirm the approval referred to in Article 2.5 of these General Terms and Conditions in writing at the request of the Contractor.
3.5 The Client will not engage third parties without consultation with the Contractor if this could affect the execution of the order as agreed with the Contractor. Where appropriate, parties will discuss which other Contractors will be engaged and what work will be assigned to them.
3.6The Contractor is not liable for faults or defects in products or services of third parties engaged by or on behalf of the Client, regardless of whether these were introduced by the Contractor. The Client must address these parties itself. If desired, the Contractor may help with this.
4.1All intellectual property rights arising from the order – including patent law, trademark right, drawing or design rights and copyrights – to the results of the order accrue to the Contractor. To the extent that such rights may only be obtained through filing or registration, only the Contractor is authorised to do this, unless agreed otherwise
4.2 Parties can agree that the rights referred to in the first paragraph shall be transferred in part or entirely to the Client. This transfer and any conditions under which it takes place are always recorded in writing. Until the moment of transfer, a right of use is conferred as regulated in article 5 of these General Terms and Conditions.
4.3 The Contractor is always authorised to mention its name, or have it mentioned, or removed on, at, or in publicity concerning the result of the order, in the usual manner for that result. The Client is not authorised to publish or reproduce the result without stating the name of the Contractor without prior authorisation from the Contractor.
4.4 Unless agreed otherwise, the (originals of the) results (such as designs, design sketches, concepts, advice, reports, budgets, estimates, specifications, working drawings, illustrations, photos, prototypes) produced by the Contractor within the framework of the order, or models, templates, prototypes, (part) products, films, (audio and video) presentations, source codes and other materials or (electronic) files, etc.) remain the property of the Contractor, regardless of whether these were made available to the Client or to third parties.
4.5 After completion of the order, neither the Client nor the Contractor have a mutual retention obligation regarding the materials and data used, unless agreed otherwise.
5.1 If the Client fully complies with its obligations under the contract with the Contractor, it acquires the right to use the result of the order according to the agreed purpose. If no agreements have been made about the purpose, the right of use shall be limited to the use for which the order was (apparently) issued. The right of use is exclusive unless the nature of the contract indicates otherwise or something else is agreed.
5.2 If the result also relates to works to which the rights of third parties accrue, parties will make additional agreements as to how the use of these works shall be regulated.
5.3Without written authorisation, the Client is not authorised to modify the result of the order, to (re)use or execute it in a broader or other way than has been agreed, or to have this done by third parties. The Contractor may attach conditions to this authorisation, including the payment of fair compensation.
5.4 In case of broader or different use that has not been agreed, including modifications, mutilation, or impairment of the provisional or final result, the Contractor is authorised to claim compensation for infringement of its rights of at least three times the agreed fee, or at least a sum in compensation that is reasonably and fairly proportionate to the infringement committed, without losing any other right.
5.5 The Client is not (any longer) authorised to use the results made available and any right of use granted to the Contractor shall lapse unless the consequences thereof are contrary to reasonableness and fairness:
5.6 With due observance of the interests of the Client, the Contractor has the freedom to use the results for its own publicity, acquisition of orders, promotion, including competitions and exhibitions, etc., and to receive them on loan when it concerns physical results.
6.1The Contractor is entitled to a fee for the execution of the order. This may consist of an hourly rate, a consultancy fee, a fixed sum, (whether or not related to the project sum) and/or any other fee to be agreed between parties.
6.2 In addition to the agreed fee, costs incurred by the Contractor for the execution of the order, such as office, travel and accommodation costs, costs of prints, copies, (printing) proofs, prototypes, and costs of third parties for advice, production, and guidance, etc., are eligible for reimbursement. These costs shall be specified in advance as much as possible, unless a surcharge percentage is agreed.
6.3 If the Contractor is forced to perform more or different work due to the late or non-delivery of complete, sound, and clear data/materials, due to a a modified or incorrect order or briefing, or due to external circumstances, this work shall be charged separately, based on the usual fee rates utilised by the Contractor. The Contractor shall inform the Client about this in advance unless this is not possible due to circumstances or if the nature of the work does not allow postponement.
6.4 If the execution of the order is delayed or interrupted by circumstances not imputable to the Contractor, the Client undertakes to reimburse any costs that this may entail. The Contractor shall attempt to limit such costs as much as possible.
7.1 All payments must be made without deduction, set-off or suspension, within 30 days of the invoice date, unless agreed otherwise in writing or stated otherwise on the invoice.
7.2 All goods delivered to the Client remain the property of the Contractor until all amounts that the Client owes the Contractor based on the contract concluded between parties have been paid in full to the Contractor.
7.3 If the Client is in default with the full or partial payment of amounts owed, the Client shall owe statutory interest and extrajudicial collection costs, amounting to at least 10% of the invoice amount, with a minimum of € 250 excl. VAT.
7.4 The Contractor is responsible for timely invoicing. In consultation with the Client, the Contractor may invoice the agreed fee and costs as an advance, in the interim or periodically..
7.5 The Contractor may suspend the execution of the order after the payment term has expired and the Client, after being warned in writing to pay within 14 days, fails to do so, or if the Contractor must comprehend, through a statement or the actions of the Client, that payment will not take place.
8.1If the Client terminates the contract without culpable failure by the Contractor, or if the Contractor dissolves the contract due to an imputable failure in the fulfilment of the contract by the Client, then the Client, in addition to the fee and the costs related to the work performed up to that point, shall also owe damages. Actions of the Client based on which the Contractor can no longer reasonably be expected to complete the order are, in this context, also regarded as imputable failure.
8.2 Damages referred to in the previous paragraph include at least the costs arising from the obligations entered into by the Contractor in its own name with third parties for the fulfilment of the order, as well as at least 30% of the remainder of the fee that the Client would receive upon complete fulfilment of the order.
8.3 Both the Contractor and the Client are authorised to immediately dissolve the contract partially or fully, and all amounts owed become immediately due and payable, if petition for bankruptcy, (provisional) suspension of payments or debt restructuring is submitted regarding the other party.
8.4 If the work of the Contractor consists of repeatedly performing similar work, then a continuing performance contract exists, unless agreed otherwise in writing. This contract can only be terminated by written notice with due observance of a reasonable notice period of at least three months, during which period the Client shall continue to purchase the usual amount of work from the Contractor or else shall pay financial compensation.
9.1 The Contractor guarantees that the delivered goods were designed by it or on its behalf and that, if the result is subject to copyright, it is regarded as the creator in the sense of the Copyright Act and may dispose of the work as copyright holder. The Contractor guarantees that the result of the order at the time of its realisation, insofar as it is aware or should reasonably be aware, does not infringe the rights of third parties and is not otherwise unlawful.
9.2 When the Client uses the results of the order, the Client indemnifies the Contractor, or third parties engaged by the Contractor for the order against all third-party claims arising from the applications or use of the result of the order. This does not prejudice the Contractor’s liability toward the Client for non-compliance with the warranties as referred to in the previous paragraph and other liability as meant in Article 10 of these General Terms and Conditions.
9.3 The Client indemnifies the Contractor against claims regarding intellectual property rights on all materials and/or data provided by the Client which are used in the execution of the order.
10.1 In case of an imputable failure, the Contractor must first be given written notice of default, with a reasonable term to after all fulfil its obligations, or to repair any faults or limit or correct loss.
10.2 The Contractor is solely liable toward the Client for direct loss imputable to the Contractor. The Contractor’s liability for indirect loss, including consequential loss, lost profit, lost savings, mutilated or lost data or materials, or loss due to business interruption, is excluded.
10.3Except in case of intent or wilful recklessness on the part of the Contractor, the Contractor’s liability is limited to the Contractor’s fee for the order, or at least that part of the order to which the liability applies. This amount shall not exceed € 75,000 and is in any case always limited to a maximum of the amount that the insurer pays to the Contractor in the relevant case. The amount for which the Contractor is liable, where relevant, shall be decreased by any sums insured by the Client.
10.4 Any liability expires two years from the moment the order is terminated by completion, cancellation, or dissolution.
11.1 If the Client wishes to grant the same order to others than the Contractor at the same time or has already given the order to another party, it shall inform the Contractor of this, stating the names of these others.
11.2 The Client is not authorised to transfer any right from an agreement concluded with the Contractor to third parties other than in the case of transfer of its entire business or with the written authorisation of the Contractor.
11.3 Parties undertake to maintain confidentiality regarding all confidential information, facts and circumstances that come to the knowledge of the other party in the context of the order, from each other or from another source, regarding which it can be reasonably assumed that disclosure or release to third parties could cause harm to the Contractor or the Client. Third parties involved in the execution of the order shall be bound by the same obligation of confidentiality regarding said facts and circumstances originating from the other party.
11.4 If any provision of these General Terms and Conditions is void or voided, the other provisions of these General Terms and Conditions shall remain in full force and effect. In that case, parties shall consult with the aim of agreeing new provisions to replace the void or voided provisions, whereby the goal and purport of the void or voided provisions shall be considered as far as possible.
11.5 The headings in these General Terms and Conditions serve solely to improve readability and do not form part of these General Terms and Conditions.
11.6 The contract between the Contractor and the Client is governed by Dutch law. In the first instance, parties shall attempt to resolve any disputes that may arise in mutual consultation. Unless parties have expressly agreed to arbitration in writing, the competent court under law, or the court in the district where the Contractor is established shall, at the discretion of the Contractor, take cognizance of any disputes between the Contractor and the Client.
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