These are the general terms & conditions for working with me. Please read them carefully.
1 – General
These conditions apply to all quotes and agreements of & the design, hereinafter referred to as: “& the design”, with third parties, hereinafter referred to: “client”, unless otherwise agreed to in a written statement. The conditions are equally applicable to agreements with & the design for which third parties are involved regarding the production.
Deviations and additions are solely binding when and if both parties have agreed in a written statement.
2 – Quotes and Agreements
2.1 Quotes and Agreements
All offers are non-binding, unless they contain a term of agreement. In the even that a non-binding offer is agreed by the client, then & the design has the right to revoke the offer within two working days after receiving the offer.
The quotes can be subjected to changes due to unforeseen changes in the proceedings. All quoted prices are in Euro, excluding taxes and other government levies.
2.2 Confirmation Quote
Issued quotes, both written and digital, are to be confirmed and/or signed by the client and returned to & the design before starting the execution of the commission.
Verbal agreements and stipulations bind the design studio and the client after these have been confirmed, in writing by & the design.
3 – Execution of agreement
3.1 Delivery of services
& the design will endeavour to execute the agreement to the best of its knowledge and abilities and in accordance with the requirements of good craftsmanship, within the agreed on time frame. Exceeding of the agreed time, for whatever reason, never gives the client the right to request dissolution of the agreement, or to request for compensation.
3.2 Providing Data
The client is obliged to do everything that is reasonably necessary or desirable to enable a timely and correct delivery by & the design, in particular by the timely delivery of complete, sound and clear data / required materials.
3.3 Use of Suppliers and Third Parties
& the design has the right to have certain tasks performed by third parties. The applicability of article 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded. & the design is also entitled to transfer its rights and obligations under the agreement, in the context of a transfer of its company, to a third party.
When & the design is a client to third parties, such as printing shops, programmers, illustrators, photographers, copywriters, the terms that have been agreed to verbally or written between parties, are equally valid.
3.4 Publication and Reproduction
Before the publication or reproduction, the parties must give each other the opportunity to check and approve the last proof, revision proof or the last prototype of the design.
4 – Intellectual Property Rights
4.1 Intellectual Property Rights
& the design has full intellectual property and visual right over all its produced image and sound, at all times. Including third parties from which & the design has obtained the right to (partially) make these services available to the client.
4.2 All produced visual and sound material will be provided to the client, royalty free, as long as it is used within the agreed to boundaries of the project. In the case that third parties, if not through the clients, want to use the visual material and sound for other projects, if not other for the client, & the design will be compensated for this, along industry standards. Without this compensation, & the design is in no way obliged to provide the material to third parties or to the client.
4.3. In the event of ARVODI, Article 11.1 and 11.2 will be void.
& the design is at all times in its right to sign the work and/or to mention their name in the credits of a publication or on an announcement or title role. Without permission, the client is not permitted to publish or reproduce the work without stating the name of & the design.
5 – Use and Licensing
5.1 The Use
When the client fully complies with his obligations under the agreement with & the design, he thereby acquires the exclusive right to use the design insofar as this concerns the right of publication and reproduction in accordance with the destination as agreed upon in the commission.
The client is not allowed to without written consent from & the design to (have a third party) make amendments to the drafts or final designs. & the design cannot withhold this permission if this is contrary to reason. The client is to primarily give & the design the opportunity to implement any desired change. A fee is to be paid for this, based on the usual fees charged by & the design.
5.3 Own Promotion
As long as no further agreements have been made, & the design is at liberty to use the design and/or the concept, for its own promotion and publicity.
6 – Fee
6.1 Fee and Additional Costs
In addition to the agreed fee, the costs incurred by & the design for the execution of the assignment, which do not fall under the normal overhead costs, also qualify for reimbursement.
6.2 Fee for modified commission
In the case that & the design is forced to perform other activities due to the late or non-delivery of complete, sound and clear data/materials or due to a changed or incorrect assignment and/or briefing, these activities will be charged separately.
7 – Terms of Payment
7.1 Payment Obligation
Unless otherwise agreed on, the client must pay the price and the other amounts due under the agreement within 14 days of the invoice date, without being able to rely on any discount, set-off or suspension. If after the expiry of this term, & the design has not yet received (full) payment, the client will be in default and will owe interest equal to the statutory interest increased by at least 2%. Both extrajudicial and judicial collection costs, lawyers and bailiffs incurred in relation to the late payments are to be paid by the client. The extrajudicial costs are set at a minimum of 15% of the invoice amount with a minimum of EUR 500, excluding VAT and other levies.
7.2 The client is to pay 50% of the agreed fee upon the creation of the agreement. The remaining 50% is to be paid within 14 days after the delivery of the project, unless otherwise agreed upon in writing.
7.3 Periodical Payments
& the design has the right, during a project, to reasonably charge work performed up to that time.
In the event of non-compliance with its payment obligations by the client, all rights transferred by & the design within the agreement to the client will be suspended until such time as these payment obligations have been fulfilled. In that case, the client is not permitted to use the designs made available to it.
8 – Revoke and Terminate Project
8.1 Revoke project
When the Client revokes an assignment given in writing, it must pay the entire fee that & the design would accrue upon full fulfilment of the project, as well as all additional costs incurred up to that time.
8.2 Continuing Performance Contract
If the activities of & the design consist of repeating work for a publication that appears regularly, the applicable agreement will apply for an indefinite period, unless otherwise agreed on in writing. This agreement can only be terminated by written notice, with due observance of a reasonable notice period of at least three months.
8.3 Terminating Project
If there are independent circumstances independent of its will, as a result of which & the design reasonably cannot be expected to further complete the project, & the design has the right to terminate the project, without being obliged to pay any compensation or warranty.
In this instance, & the design has the right to receive compensation for the work produced up to that point and to receive reimbursement of the costs incurred up to that point, and & the design is obliged to make the results achieved, available to the client.
In the case that the behaviour or actions on the part of the client are the cause of & the design not reasonably being expected to further fulfil the assignment, then & the design, in addition to the right to withdraw from the assignment, is entitled to the full fee related to the assignment.
9 – Liability
All work is carried out by & the design to the best of its ability. From the agreement concluded with the client, & the design has an obligation of best efforts, not an obligation of result.
& the design can never be held liable for errors in the text and/or design as well as the functioning of a website of the client, if the client has carried out an inspection, has given its approval and the website has been delivered.
The liability of & the design for damage under an agreement with a client is always limited to the amount of the fee due to & the design. & the design is never liable for indirect damage, including but not limited to consequential damage, lost profit, missed savings and damage due to business interruption
9.2 Warranty Delivered Materials
The client indemnifies & the design against claims with regard to copyrights concerning materials provided by the client, the copyrights of which belong to third parties, which are used in the execution of the assignment.
10 – Indemnification
10.1 Indemnification of thirds
The client indemnifies & the design against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to others than to & the design. If & the design should be held liable by third parties for that reason, the client is obliged to assist & the design both in and out of court and to immediately do everything that may be expected of him in that case. Should the client fail to take adequate measures, & the design, without notice of default, is entitled to do so itself. All costs and damage on the part of & the design and third parties arising from this are fully for the account and risk of the client.
11 – Warranty
11.1 Use in The Netherlands
The goods to be delivered by & the design meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended under normal use in The Netherlands. The warranty referred to in this article applies to items intended for use within The Netherlands. When used outside The Netherlands, the client must verify whether the use thereof is suitable for use there and whether it meets the conditions set for it.
11.2 Warranty Duration
The warranty referred to in article 10.1 applies for a period of 6 months after delivery of the final materials, unless the nature of the delivered materials dictates otherwise or the parties have agreed otherwise. If the warranty provided by & the design concerns an item that was produced by a third party, then the warranty is limited to that provided by the manufacturer of the item, unless stated otherwise.
11.3 Suspension Warranty
Any form of guarantee will lapse if a defect has arisen as a result of or ensues from injudicious or improper use thereof, incorrect storage or maintenance thereof by the client and/or by third parties when, without written permission from & the design, the client or third parties have made changes to the item or have attempted to make changes, other items have been attached to it that should not be attached to it or if these have been processed or edited in a manner other than the prescribed manner. The client is also not entitled to a guarantee if the defect is caused by or is the result of circumstances over which & the design cannot influence.
12 – Other Provisions
12.1 Other Terms
General and special terms and conditions of the client do not bind & the design except if and insofar as they do not conflict with the present General Terms and Conditions and insofar as & the design has explicitly accepted the applicability of such terms and conditions in writing.
12.2 Copies and Back-up Materials
& the design keeps a duplicate on the available usual information carriers for 5 years, with the care of a good keeper. If things are lost due to technical reasons, & the design cannot do that be held responsible. A new model can be manufactured by & the design at the request of the client. The parties can agree on a fee to be agreed upon for this.
12.3 Dutch Law
Dutch law applied to the agreement between & the design and the client. The competent court to take cognisance of disputes between & the design and the client is the court in the district where & the design is located, without prejudice to the legal provisions regarding the jurisdiction of the Subdistrict Court.
12.4 Changes to the Terms
& the design reserves the right to change these General Terms and Conditions at the approval of & the design. The General Terms and Conditions will, during the execution by & the design of the first placed or the current assignment, be made known to the client once in a quotation or agreement, so that he is aware of this. When extending the current or placing a new assignment with & the design, the client must inform himself whether the General Terms and Conditions of & the design have been changed during that time.