Terms and Conditions

GENERAL TERMS AND CONDITIONS

Alterego is a creative branding agency.
We build brands by giving them the right identity and story that aligns with the client’s mission. As a true alter ego, we delve into the core and translate it into a strong brand that truly aims to make an impact.

The developments in the realms of humans, animals, and the environment are increasingly prompting us and our clients to reflect. The question is what contribution we can make, or what we should refrain from. That demands a new kind of creativity. And we are ready to embrace that challenge.

ARTICLE 1.

SCOPE AND DEFINITIONS

These general terms and conditions apply to all legal acts and legal relationships of Alterego B.V. Any reference by the Client to their own purchasing or other conditions is explicitly rejected by Alterego B.V.
The following meanings are assigned to the words mentioned in these general terms and conditions:
- Client: the natural or legal person who is the party contracting or intends to contract with the Contractor;
- Contractor: Alterego B.V. and/or an affiliated enterprise;
- Assignment: the request from the Client to the Contractor to perform Services for payment;
- Agreement: any agreement between Contractor and Client for the provision of products and/or services to the Client.
- Services: everything that the Contractor creates and/or undertakes for the benefit of the Client, or has created and/or undertaken on behalf of the Client;
- Quote: the oral or written proposal made by the Contractor and/or the more or less orally or in writing specified Services, including the budget of the costs associated with those Services, or the fixed fee provided by the Contractor.
- In writing: communication via letter, email, fax, or any other form of (written) communication that, considering the state of technology and prevailing social norms, can be equated with it.

ARTICLE 2.

APPLICABILITY OF GENERAL TERMS AND CONDITIONS

These conditions apply to all legal acts of Contractor and Client in the relationship between them, unless they have been explicitly and in writing declared not applicable, in whole or in part. Agreed deviations are only valid if they are documented in writing, with both parties having signed in agreement.
These conditions also take precedence over the general terms and conditions of the Client, even if the Contractor has not explicitly rejected the applicability of those prior conditions.
Conditions used by the Client or unilaterally declared by them to be applicable can only be enforced if the Contractor has agreed to them in writing.
If any provision in these general terms and conditions is or becomes unenforceable, the remaining provisions shall remain in full force and effect.
When working with a translated version of these general terms and conditions, the Dutch text shall prevail.
If the Contractor does not consistently demand strict compliance with these conditions, this does not mean that the provisions thereof are no longer applicable, nor does it imply that the Contractor loses the right to demand strict compliance with these conditions at a later time.
When the Contractor has provided these general terms and conditions to the Client on multiple occasions, a continuous business relationship is established. In such cases, the Contractor is not required to provide the general terms and conditions anew for them to apply to subsequent agreements.
All individuals and/or companies engaged by the Contractor in the preparation or execution of any assignment for the Client can invoke these general terms and conditions.
The Contractor has the right to unilaterally amend its general terms and conditions. In such a case, the Contractor will inform the Client thereof.

ARTICLE 3.

OFFERS

A quotation is valid for a maximum of 30 days, unless the offer expressly states otherwise. The Contractor is not bound if an offer is accepted by the Client after the stated period.
If requested, the Contractor will submit a specified Quotation to the Client for approval before the start of the Work. Insofar as deviations from an Offer occur during the execution of the assignment, the Contractor will inform the Client about this at the earliest possible stage.
A quotation only applies as a (fixed) price if this has been expressly agreed in advance in writing.
Exceeding Quotations of up to 10% are accepted as a budget risk by the Client and therefore do not have to be reported as such.
Exceeding Quotations as a result of (changes in) sales conditions of suppliers and other third parties engaged by the Contractor do not count as exceeding, even if those sales conditions are not included separately in a Quotation. The Client is deemed to be aware of these terms and conditions of sale and to agree that they form part of the present terms and conditions from the Quotation onwards, insofar as they are in accordance therewith.
Quotations are based on the information provided by the Client to the Contractor up to the quotation date. The Client guarantees that all information essential or relevant for the set-up and execution of the assignment has been provided to the Contractor. If the information provided proves to be incorrect or incomplete or subsequently changes, the Contractor has the right to adjust the stated prices, rates and/or delivery terms.
Drawings, examples, models, specifications of colours, dimensions and other descriptions shown and/or provided are as accurate as possible, but are only valid as an indication. The Client cannot derive any rights from this.
The Contractor cannot be held to an offer if the Client should reasonably understand that the offer or part thereof is based on an obvious mistake or error.
The Contractor is also not bound if the acceptance of the offer, whether or not on minor points, deviates from the offer. In that case, the agreement will not be concluded, unless the Contractor states in writing that it agrees to the deviating acceptance.
A composite quotation or offer of several products or services does not oblige the Contractor to perform part of the agreed performance for part of the price.
The offer, quotation, prices and rates do not automatically apply to repeat orders, new or follow-up orders.
If an assignment is given by two or more Clients, they are jointly and severally liable and the Contractor is entitled to full performance against each of them.
The Client must treat the Quotation confidentially and may not disclose it to third parties without the Contractor’s prior written consent.
If no Agreement is concluded on the basis of the Quotation, the Contractor is entitled to claim reasonable compensation for the costs associated with its offer, such as the costs of designing or budgeting. This compensation will amount to at least 10% of the Quotation Sum.
If no Agreement is concluded, the Client is obliged, at the Contractor’s first request, to return any drawings or examples made to the Contractor immediately and at its expense and risk.

ARTICLE 4.

PRICE

All prices are exclusive of VAT and other levies imposed by the government and exclusive of any courier, transport or shipping costs, author corrections, photography, color proofs, purchase of user rights for illustrative and photographic images, props, rental equipment or rental models, make-up artist, etc. unless expressly agreed otherwise. Unless otherwise agreed, prices are also exclusive of any costs charged by third parties, such as costs associated with permits, licenses, etc.
The price includes 2 correction rounds, unless stated otherwise. Any additional correction rounds will be charged on the basis of subsequent calculation.
The price is based on a maximum of 500,000 prints of images (or parts thereof) to be supplied by the Contractor. If a higher number is expected or used, the Client must indicate this immediately, so that the price can be adjusted. The Client indemnifies the Contractor against all consequences associated with exceeding the maximum.
All prices are based on a normal working week from Monday to Friday. The Contractor is entitled to charge a higher price for work that must be carried out outside normal working hours.
The Contractor is permitted to increase the agreed price if the increase in this price results from an authority or obligation as a result of legislation or regulations or is caused by an increase in the price of raw materials, materials, wages, etc. or on grounds that were not reasonably foreseeable when entering into the agreement. The Client is not permitted to cancel or dissolve the agreement for that reason. In the event of an increase of more than 10%, the parties will enter into consultation.

ARTICLE 5.

ORDER, PERFORMANCE AND CHANGES

An Assignment is accepted by the Contractor by either confirming the acceptance in writing to the Client or by commencing the performance of the Work.
The Contractor will make every effort to perform the Work in a professional manner and to the best of its knowledge and ability. The scope of its obligations, however, also depends on the degree of input and cooperation of the Client or third parties engaged by it and the information supplied by the Client.
The Client is responsible for the correctness and completeness of the information, data, decisions and changes provided to the Contractor, as well as for the timely provision thereof. Any data carriers or electronic files provided by the Client will be free of viruses.
The Contractor will make every effort to carry out the assignment within the agreed schedule. However, this planning, including any (partial) deadlines included therein, can never be regarded as strict deadlines. The mere exceeding of a stated term does not cause the Contractor to be in default.
Unless there is intent or gross negligence on the part of the Contractor, exceeding the planning and the (partial) periods included therein does not entitle the Client to dissolve or cancel the assignment in whole or in part. In that case there is also no right to compensation for any damage suffered by the Client as a result of this overrun.
If execution must be accelerated at the request of the Client, the Contractor has the right to charge the Client for any overtime hours and other costs involved.
The Contractor is authorized to suspend the fulfillment of its obligations under the agreement or to dissolve the agreement if the Client does not fulfill its obligations under the agreement, or does not do so in full or on time, or if the Contractor has become aware of facts and/or circumstances that provide good grounds. to fear that the Client will not fulfill its obligations.
The Contractor is authorized to terminate its work and/or to dissolve the agreement if circumstances arise that are of such a nature that compliance with the agreement is impossible or if the circumstances are of such a nature that unchanged maintenance of the agreement cannot reasonably be considered. can be requested from the Contractor.
If the Contractor proceeds to suspension, termination or dissolution, it is in no way obliged to compensate the Client for damage and costs.
Both the Contractor and the Client are permitted to dissolve the assignment in whole or in part with immediate effect and without judicial intervention if with regard to the other party:
- a bankruptcy petition has been filed,
- suspension of payment has been applied for
- liquidation or strike of the company takes place or
- an attachment is levied on a substantial part of the assets of the other party.
If the agreement is dissolved or terminated, either by the Contractor or by the Client, then the then existing and any future claims of the Contractor against the Client are immediately due and payable in full. If this dissolution or termination is caused by circumstances for which the Client is responsible, the Client is then obliged to pay compensation or compensation. This compensation will consist of payment of the entire or remaining contract sum.
If an assignment has been given to the Contractor, but it is canceled in whole or in part by the Client before its start, the Contractor is entitled to the following compensation:
- up to 8 calendar days before the planned start: 100% of the agreed price
- 9 to 15 calendar days before the planned start: 75% of the agreed price
- 16 to 30 calendar days before the planned start: 50% of the agreed price
When printed matter files are delivered to the Client, the Client must take care of the lithography and prepare the printed matter files for printing. The Client will provide a digital and physical proof of each packaging to the Contractor for approval. If this test meets the requirements of the Contractor, it will be forwarded for a barcode scan test. As soon as both parties give final approval to the proof, the production of packaging can be started.
The following applies to video productions: in order to ensure efficient editing in terms of time and costs, a 3-version method can be used for large projects:
Version 1: the rough cut. The first version will be made according to script as much as possible, but has not yet been finalized in detail. The client will see this version and provide feedback on the structural and substantive choices.
Version 2: the assembly. Based on the feedback, a new version, finished in detail, is installed. The Client will also see this version and can provide the Contractor with feedback, this time about the details (timing, color editing, titles, transition, etc.)
Version 3: final. The contractor adjusts the assembly and the production is ready.
If further adjustments are required after version 3, this can be charged as additional work.
Previews are offered through a protected link.
Unless otherwise agreed, unused camera material (footage) will not be provided to the Client.
When copyright-protected music is used, music rights must be paid (for example to BUMA STEMRA). The Contractor can only provide an estimate of the associated costs. This estimate is included in the quotation, but may be higher or lower in the final invoice. The Client agrees to this. When using royalty-free music, all music rights are paid with a one-off amount.
Unless otherwise agreed, testing, applying for permits and assessing whether instructions from the Client comply with legal or quality standards, testing the Dutch Advertising Code, are not part of the Contractor’s assignment.
Changes to the Assignment, after it has been issued, must be communicated to the Contractor by the Client in a timely manner and in writing. If a change is communicated orally, the risk of any non-implementation of this change is for the account and risk of the Client.
If, during the acceptance or performance of the Work, facts or circumstances arise that (could) negatively influence the progress of the assignment or the result thereof, the party involved will immediately inform the other party.
The changes to the Assignment are effective through and from the written acceptance thereof by the Contractor.
Any additional costs resulting from changes to the Assignment will be borne by the Client.
Changes to the assignment may result in the agreed delivery time being exceeded by the Contractor beyond its responsibility. The Contractor will never be liable for this exceeding.
The Client is obliged to warn the Contractor as soon as possible, but no later than eight days after the Client has discovered a shortcoming on the part of the Contractor.

ARTICLE 6.

RELATIONSHIP MANAGEMENT AND REPORTING

The Contractor will make a contact report of all contacts with the Client, unless expressly agreed otherwise.
In the case of telephone contact, a contact report will only be made if the content of the conversation gives rise to this in the opinion of the Contractor.
If the Client has not responded to a contact report within four working days after it was sent, the content of the report will be regarded as correct and complete and the Client and the Contractor will be bound by its content.
The Contractor will send the contact reports to a person designated for this purpose by the Client.

ARTICLE 7.

CLIENT’S DUTY OF CARE

The Contractor will take into account the interests of the Client (including the importance of keeping confidential information confidential) when performing the Work.
Assuming that clear agreements have been made about the purpose of use, the Contractor shall ensure appropriate audio and/or visual design of the communications and other materials. However, the Contractor is never responsible if the Work does not comply with the applicable statutory and other regulations and/or rules of conduct, normative values and guidelines, etc., and the Client is not under any obligation to investigate or warn in this regard.

ARTICLE 8.

ENGAGEMENT OF THIRD PARTIES

If, in the opinion of the Contractor, it is reasonably necessary for the proper fulfillment of the Assignment, or if this arises from the nature of the Assignment, the Contractor is entitled, on behalf of and at the expense of the Client, to order third parties to deliver or otherwise provision of goods and/or services. Any shortcomings on the part of these third parties can only be attributed to the Contractor if the Contractor has not been careful in choosing these third parties.
If suppliers and/or other third parties prescribed by the Client are used in the performance of the Assignment, the Client will be responsible for (the performance of) these third parties. The Contractor is not obliged to contract with third parties desired by the Client.

ARTICLE 9.

ADVERTISEMENTS, COMPLAINTS AND EVIDENCE

If, in the opinion of the Contractor, it is reasonably necessary for the proper fulfillment of the Assignment, or if this arises from the nature of the Assignment, the Contractor is entitled, on behalf of and at the expense of the Client, to order third parties to deliver or otherwise provision of goods and/or services. Any shortcomings on the part of these third parties can only be attributed to the Contractor if the Contractor has not been careful in choosing these third parties.
If suppliers and/or other third parties prescribed by the Client are used in the performance of the Assignment, the Client will be responsible for (the performance of) these third parties. The Contractor is not obliged to contract with third parties desired by the Client.

ARTICLE 10.

DURATION OF THE AGREEMENT

Unless explicitly agreed otherwise in writing, or if this arises from the nature of the Assignment, the assignment from the Client to the Contractor is valid for an indefinite period, on the understanding that both parties can cancel it from the moment the relationship has lasted six months. by registered letter, whereby the Client must observe a term of six months.
During the period of six months referred to in the previous paragraph, the Client is obliged to comply with the applicable remuneration agreement with the Contractor as if there were no cancellation. Unless otherwise agreed between the parties or agreed upon at that time, the Contractor’s remuneration for that period will at least consist of the full media commission based on the media plan approved by the Client.

ARTICLE 11.

PAYMENT

The Client will always pay all invoices from the Contractor without deduction or set-off within 14 days of the invoice date to the account number indicated by the Contractor, unless a different payment term or a specific payment moment has been agreed in writing.
The Contractor is entitled to invoice both in advance and periodically. Partial invoicing is possible at all times, unless expressly excluded in writing. However, exclusion from the right of partial invoicing can never concern the costs referred to in paragraphs 3 and 4 of this article.
Commercial production and (ether) media costs and production costs for websites must be received by the Contractor before the time at which the Contractor is obliged to pay these costs on the basis of the agreed payment term.
Postage and other distribution costs for postal advertising items must be received by the Contractor from the Client before dispatch/distribution.
Irrespective of the agreed payment condition(s), the Contractor is entitled to demand security for the payment (for example a bank guarantee approved by it) from the Client.
If the Client does not meet its payment obligation towards the Contractor within the agreed term, it will immediately be in default, without prior summons and notice of default being required. The Client then owes the statutory commercial interest in accordance with 6:119a of the Dutch Civil Code on the invoice amount from the day on which the invoice should have been paid until the moment of payment of the entire amount due, as well as extrajudicial costs. 8. The Client owes the statutory interest pursuant to Article 6:119 of the Dutch Civil Code on the extrajudicial costs due, from the day on which these costs are due and payable until the day of full payment.
All costs (both judicial and extrajudicial) related to the collection of the amount owed by the Client will be borne by the Client, unless the Contractor chooses to set these costs at a fixed rate of 15% of the amount to be claimed. At least the cost will be
amounts to € 70 per claim. If the Contractor chooses to recover the actual costs, submission of the relevant invoices is sufficient proof that these costs have been incurred.
A payment is firstly deducted from all costs and interest owed and then from due and payable invoices that have been outstanding the longest, even if the Client states that the payment relates to later invoices.
9. The Client is not entitled to suspension or set-off against any counterclaims it may have against the Contractor. This also applies if the Client applies for (provisional) suspension of payments or is declared bankrupt
Complaints about invoices must be submitted to the Contractor in writing within eight days of the invoice date.
A complaint about the invoice does not suspend the Client’s payment obligation.
Complaints, complaints, warranty agreements, etc. that have been processed do not entitle to postponement of payment or partial payment.
The Contractor may transfer (assign) or pledge its right to payment in whole or in part.
The Client agrees to electronic invoicing by the Contractor.

ARTICLE 12.

RETENTION OF TITLE

Unless the Contractor and the Client have expressly agreed otherwise in writing, the Contractor is and remains the full and exclusive owner of the (intellectual) property rights (including, but not limited to: ideas, drawings, designs, copyrights, personality rights) vested in and /or arise from and/or are related to and/or belong to the assignment or the preliminary phase thereof. When a transfer of ownership has been agreed, all goods manufactured for the Client (including designs) will only become the property of the Client after it has fulfilled all its obligations under the Agreement, including that which the Client owes due to failure to fulfill its obligations and/or claims for damages that the Contractor has paid on the Client.
Goods delivered by the Contractor that fall under the retention of title pursuant to paragraph 1 may not be resold or used as a means of payment. The Client is also not authorized to pledge or encumber in any other way the goods subject to retention of title without the Contractor’s prior written consent. This clause applies as a clause with effect under property law.
The Client must immediately inform the Contractor in writing if third parties claim to have property rights or other rights or seize everything subject to retention of title.
The Client must always do everything that may reasonably be expected of it to safeguard the property rights of the Contractor.
The Client undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available to the Contractor for inspection on first request. In the event of a possible payment from the insurance, the Contractor is entitled to these payments. Insofar as necessary, the Client undertakes vis-à-vis the Contractor in advance to cooperate with everything that may be necessary or desirable in that context.
In the event that the Contractor wishes to exercise its property rights referred to in this article, the Client gives unconditional and irrevocable permission in advance to the Contractor and third parties to be designated by it to enter all those places where the Contractor’s property is located and that goods delivered under retention of title to take back. This applies without prejudice to the other rights of the Contractor, including, for example, the right to compensation for damage or the right to dissolve the agreement.
The Contractor has the right to deny the Client the use of a design if and during the period that the Client has not or not fully fulfilled its payment obligations. The contractor is not liable for any damage – of whatever nature – arising from that right exercised by it.
The Contractor is entitled to use products or designs manufactured for the Client for its own publicity or promotion. In doing so, the Contractor will take into account the legitimate interests of the Client.

ARTICLE 13.

LIABILITY OF THE CONTRACTOR

If the Contractor should be liable, this liability (financial) is limited to what has been arranged in this article. The provisions in this article also apply in the event that the Contractor is liable for errors made by third parties engaged by it or for the improper functioning of equipment, software, data files, registers or other items used by the Contractor in the performance of the agreement, without exception.
The Contractor is not liable for damage of any nature whatsoever caused by the fact that the Contractor relied on incorrect and/or incomplete information provided by or on behalf of the Client.
The Contractor is never liable for results not agreed between the parties.
The Contractor is not liable for damage to the work if this damage is the result of extraordinary circumstances against the harmful consequences of which the Contractor did not have to take appropriate measures in connection with the nature of the assignment and/or it would be unreasonable for the Contractor to pay the damage. to be accounted for.
The Contractor is only liable for shortcomings in the performance of the assignment that are the result of gross negligence and gross incompetence when issuing advice and/or performing the assignment.
The Contractor is not liable for damage caused by acts or omissions of the Client and/or by persons appointed by the Client or for whom the Client is otherwise responsible.
The Contractor is not liable for damage as a result of delays in the performance of the agreed work, cancellation or dissolution by the Contractor.
The Contractor is only liable for direct, material damage. This means:
- the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
- reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct material damage.
The Contractor is never liable for indirect damage, including in any event consequential damage, lost profit, mental damage, missed savings and/or damage due to business interruption. The aforementioned enumeration of indirect damage is not exhaustive.
Liability of the Contractor as a result of an attributable shortcoming in the performance of an agreement only arises if the Client immediately and properly declares the Contractor in default in writing, stipulating a reasonable period for remedying the shortcoming and the Contractor is also attributable in the performance of the contract after that period. fails to meet its obligations. The notice of default must contain as detailed a description as possible of the shortcoming.
The extent of the damage to be compensated by the Contractor is limited to a maximum of the contract sum or (if no exact price has been determined for the contract or if work is done on an hourly basis) to the amount of the probable price. For assignments with a term of more than one year, the price is set at the total of fees for one year.
In no event, however, will the compensation amount to more than the total of the amounts of the deductible of the insurance of the Contractor and the payment made by the insurer of the Contractor. If the insurer does not pay out or the damage is not covered by an insurance policy taken out by the Contractor, the Contractor’s obligation to pay compensation is always limited to a maximum of € 20,000 per assignment.
A condition for the existence of a right to compensation is that the Client reports the damage to the Contractor in writing as soon as possible, but no later than 14 days after the occurrence or discovery thereof.
Any liability of the Contractor towards the Client and/or persons appointed by the Client or for whom the Client is otherwise responsible, on whatever grounds, lapses 12 months from the day on which the assignment was terminated by completion, dissolution or cancellation. . This period is also an expiry period.
The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the Contractor.
The Contractor cannot be obliged to compensate any damage that is a direct or indirect result of:
- an event that is in fact beyond the control of the Contractor and therefore cannot be attributed to its actions;
- any act or omission on the part of the Client, his or her subordinates, or other persons employed by or on behalf of the Client;
- incompetent use or use contrary to the intended purpose of the delivered goods or to the instructions, advice, instructions for use, etc. provided by or on behalf of the Contractor;
- errors or incompleteness in the information, documents or materials provided or prescribed to the Contractor by or on behalf of the Client;
- the choice made by the Client with regard to the goods to be delivered or the design to be delivered;
- processing of the delivered goods by or on behalf of the Client.
The Contractor is never liable for damage that has arisen or caused because the Client has used the delivered goods for a purpose other than that for which it was made or purchased.
The Contractor is not liable for damage suffered by the Client or a third party as a result of the application or use of the products and/or the results of the work. The Client indemnifies the Contractor against all damage referred to in this article.
If the costs of repairing a defect or remedying a shortcoming for which the Contractor is liable are not in reasonable proportion to the Client’s interest in the repair, the Contractor may suffice with the payment of reasonable compensation to the Client instead of repair.
After the day on which the work is deemed to have been completed, the Contractor is no longer liable for shortcomings in the work, unless:
- those defects can be attributed to the Contractor, and moreover
- the Client did not notice those defects prior to delivery, and in addition
- the Client should not reasonably have discovered those defects upon delivery.
The Contractor is not liable for damage, loss or destruction of objects, materials or data made available to it for, by or on behalf of the Client. Goods travel at the risk of the Client.

ARTICLE 14.

LIABILITY OF THE CLIENT

In addition to other sources of liability and/or indemnification mentioned in these general terms and conditions, the following applies to the Client.
The Client indemnifies the Contractor against claims from itself and/or third parties arising from the inaccuracy and/or incompleteness of information provided by or on behalf of the Client.
If the Client should be in default in the proper fulfillment of what it is obliged to towards the Contractor, the Client will be liable for all damage on the part of the Contractor caused directly or indirectly as a result.
The Client is responsible for orders and instructions given by or on behalf of it and for materials or data supplied by it.
The client is at all times responsible for texts, tables, logo and image use. The testing of the barcode(s) and the registration and management of any brand names, URLs or online accounts must be taken care of by the Client. The packaging is exclusively intended for use by the Client.
If materials made available or prescribed by the Client are unsuitable or defective, the consequences thereof will be borne by the Client.
If the Client has prescribed the engagement of a third party (including a supplier), and this third party does not perform, does not perform on time or does not perform properly, the consequences thereof will be borne by the Client.
The Client is liable for damage to the work and the damage and delay suffered by the Contractor as a result of work performed or deliveries made by the Client or on its instructions by third parties.
The consequences of compliance with statutory regulations or government orders that come into effect after the day of the quotation are for the account of the Client, unless it must be reasonably assumed that the Contractor could have foreseen those consequences on the day of the quotation.
The Client indemnifies the Contractor and its employees and auxiliary persons against claims from third parties in respect of any damage caused by the use made of the goods delivered by the Contractor.
The Client indemnifies the Contractor against all claims and damages of the Contractor and/or auxiliary persons deployed by it that are suffered in connection with the performance of the assignment and that are the result of the actions or omissions of the Client.
The Client must take all those measures that are necessary to prevent or limit damage.

ARTICLE 15.

FORCE MAJEUR

The Contractor is not obliged to fulfill any obligation towards the Client if it is prevented from doing so as a result of a circumstance that cannot be attributed to it and is not for its account either by law, by virtue of a legal act or generally accepted opinion comes.
Force majeure is understood to mean: all external causes, foreseen or unforeseen, over which the Contractor cannot exert any influence, but as a result of which it is unable to fulfill its obligations.
The Contractor can suspend the obligations under the agreement during the period that force majeure continues. If this period lasts longer than 2 months, either party is entitled to dissolve the agreement without any obligation to pay compensation to the other party.
Insofar as the Contractor has already partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure or could partially fulfill them, and the fulfilled or to be fulfilled part has independent value, the Contractor is entitled to part to be invoiced separately.

ARTICLE 16.

INTELLECTUAL OWNERSHIP

Unless the Contractor and the Client have expressly agreed otherwise in writing, the Contractor is and remains the full and exclusive owner of the (intellectual) property rights (including, but not limited to: ideas, drawings, designs, copyrights, personality rights) vested in and /or arise from and/or are related to and/or belong to the assignment or the preliminary phase thereof.
The Client indemnifies the Contractor against all possible costs and damage that arise because the Client, without the prior written permission of the Contractor, prints more than the maximum permitted (500,000) number of prints of an image or part thereof that have been licensed to the Contractor and used for the Work puts into traffic.
The Contractor grants the Client the right to use designs, documents, etc. issued to or produced for the Client, but only after the Client has fulfilled all obligations under the agreement (including the payment obligation).
The Client is not entitled to any further or other use of the commissioned work than the use expressly agreed in advance. If nothing has been agreed in this respect, the first use is deemed to have been agreed.
The Client is not entitled to make adjustments to the commissioned work without the express written prior permission of the Contractor.
The Contractor is entitled to sign the commissioned work. The Client is not authorized to remove this entry without the Contractor’s prior written permission.
If the Client acts contrary to the provisions of paragraphs 1 to 5 of this article, the Client will forfeit an immediately due and payable fine of € 20,000 to the Contractor, regardless of whether the violation can be attributed to the Client, without prior notice of default or legal proceedings. – for each violation and in addition an amount of € 5,000 for each day that the violation continues, without there having to be any form of damage and without prejudice to the other rights of the Contractor, including its right to to claim compensation.
The Client guarantees that the documents, drawings, files etc. do not infringe the copyright or any other intellectual property right of third parties. The Client is liable for any damage suffered by the Contractor as a result of such infringements and indemnifies the Contractor against claims from these third parties.
Unless agreed otherwise in writing, the performance of an investigation by the Contractor into the existence of intellectual property rights (including patent rights, trademark rights, drawing or design rights, copyrights or portrait rights) does not form part of the Assignment. The same applies to any investigation into the possibility of IP protection forms for the Client.

ARTICLE 17.

SETTLEMENT RELATIONSHIP

All designs, reproduction materials, texts, descriptions, artistic performances, films and other publicity materials that are with the Contractor at the end of the relationship as a result of the relationship will be handed over to the Client free of charge upon first request after all that the Contractor has the Client owes it (for whatever reason) will be paid. In that case, the Contractor shall without delay instruct the media in writing to transfer the remainders of the contracted media space/time to the Client or a third party to be designated by the Client.
In all cases in which the relationship between the Client and the Contractor ends (and for whatever reason), these terms and conditions will continue to govern the legal relationship between the parties.

ARTICLE 18.

TRANSFER OF RIGHTS AND OBLIGATIONS

The Client is not entitled to transfer the rights and obligations under the agreement(s) with the Contractor in whole or in part to third parties, without the prior written consent of the Contractor. This provision applies as a clause with effect under property law.

ARTICLE 19.

CONFIDENTIALITY

The Contractor and the Client ensure that all information received from the other party (in whatever form) that is known or should be known to be of a confidential nature, remains secret, unless a legal obligation or a competent authority requires disclosure of that information. . The party receiving confidential information will only use it for the purpose for which it was provided. Information is in any case considered confidential if indicated as such by a party.
In the event that an assignment is not concluded or after termination of the assignment, for whatever reason, this duty of confidentiality remains in effect.
If the Contractor is obliged to provide confidential information to third parties designated by law or the competent court on the basis of a statutory provision or a court decision, the Contractor is not obliged to pay compensation as a result of this provision of information and the Client is not entitled to terminate or dissolve the agreement. the assignment on the basis of this provision of information.
If the Client acts contrary to the provisions of paragraphs 1 and 2 of this article, the Client will forfeit an immediately due and payable fine of € 50,000 for the benefit of the Contractor, irrespective of whether the violation can be attributed to the Client, without prior notice of default or legal proceedings. each violation and in addition an amount of € 5,000 for each day that the violation continues, without there having to be any form of damage and without prejudice to the other rights of the Contractor, including its right to claim compensation instead of the fine progress.

ARTICLE 20.

PRIVACY AND PERSONAL DATA

The Contractor respects the privacy of its customers and ensures that (personal) information that the Client provides to the Contractor is processed confidentially, carefully and in accordance with the applicable regulations.

ARTICLE 21.

DISPUTES, APPLICABLE LAW AND JURISDICTION

Dutch law applies exclusively to all legal relationships to which the Contractor is a party. This also applies if the agreement is wholly or partly performed abroad or if the Client or a party involved in the legal relationship is domiciled there. In the latter case, the Client and/or that party is obliged to elect domicile in the Netherlands. In the absence of such a choice of domicile, the other party is deemed to have chosen domicile with the Contractor.
Applicability of the Vienna Sales Convention is excluded.
If disputes should arise as a result of the offer or assignment, or of agreements arising from or resulting from it, the parties will initially try to resolve these in good consultation, whether or not with the help of an independent third party.
The court can only be approached if a dispute has not been resolved within 3 weeks after it arose. In urgent cases, this deadline does not have to be observed.
Disputes will then only be submitted to the competent court of the District Court of The Hague, without prejudice to the Contractor’s right to submit disputes to the court of the Client’s place of residence.

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