Terms and Conditions

Terms and Conditions of the private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) Alterego B.V., based in the Hague and registered in the commercial registry (Handelsregister) under number 27252605.

Article 1. Scope and Definitions

  1. These terms and conditions apply to all Alterego B.V.’s (legal) acts and legal relationships. A referral by the client to its own purchase or other conditions is explicitly refused by Alterego B.V.
  2. The following definitions apply to the words mentioned in these terms and conditions:
  3. Client: the natural or legal person that has entered into a contract or intends to enter into a contract with the service provider;
  4. Service provider: Alterego B.V. and/or an affiliated company;
  5. Order: the client’s request to the service provider to perform activities for payment;
  6. Agreement: any agreement between the client and the service provider to supply products and/or services to the client
  7. Activities: everything the service provider has to manufacture and/or undertake for the client and/or arranges to be made or undertaken;
  8. Quote: an offer made by the Service Provider, either verbally or in writing and/or activities that have been specified by the Service Provider to some degree, either verbally or in writing, including the budget plan describing the costs related to those activities or the fixed fee specified by the Service Provider.
  9. In writing: communication by post, email, fax or any other (written) way of communications that is regarded as equivalent to writing in view of advances in technology and conventional practices.

 

Article 2. Applicability of Terms and Conditions

  1. These terms and conditions apply to all (legal) activities between the Client and the Service Provider within the relationship between them unless they fully or partially declare in writing that they are not applicable. Agreed upon deviations are only valid if they have been documented in writing and when both parties have signed it for approval.
  2. 2. These Terms and Conditions shall always prevail over the Client’s Terms and Conditions if the Service Provider has not explicitly rejected the former set of terms and conditions.
  3. Terms and conditions used by the Client or declared applicable by the Client unilaterally may only apply if the Service Provider has agreed to this in writing.
  4. If one provision in these Terms and Conditions is declared non-binding, it shall not affect the enforceability of the remaining provisions.
  5. When working with a translated version of these general terms and conditions, the Dutch text will prevail.
  6. If the Service Provider does not continuously require strict adherence to these Terms and Conditions, it does not mean its provisions are no longer applicable or that the Service Provider loses the right to require strict adherence to these Terms and Conditions to any extent.
  7. When the Service Provider has submitted these terms and conditions to the Client multiple times, a durable business relationship can be said to exist. This means that the Service Provider does not have to submit these Terms and Conditions each time to have them apply to any further agreements.
  8. All persons and/or companies that were hired by the Service Provider to prepare or execute any of the Client’s orders have the right to invoke these terms and conditions.
  9. The Service Provider has the right to unilaterally amend their terms and conditions. The Service Provider will notify the Client if that is the case.

 

Article 3. Quotes

  1. The offer by the Service Provider is of no-obligation unless is explicitly stated otherwise in the Quote.
  2. The Service Provider can, before commencing the activities, provide the Client with a specified quote for approval upon request. Insofar as there are deviations from the quote during the execution of the order, the Service Provider will notify the Client as soon as possible.
  3. A quote is only valid as a (fixed) price if that is explicitly agreed upon in writing beforehand.
  4. Exceedings of quotes of up to 10% are accepted by the Client as a budgetary risk and will not have to be mentioned as such.
  5. Exceedings of Quotes as a result of (changes to) sales conditions of suppliers and other third parties hired by the Service Provider will not be deemed as exceedings, even if those sales conditions are not separately included in the Quote. The Client is expected to know these sales conditions and to agree that these are part of the quote under these Terms and Conditions insofar as they comply with those.
  6. A quote has a maximum validity of 30 days unless explicitly stated otherwise. The Service Provider is not bound if an offer is accepted by the Client after the aforementioned period.
  7. Quotes are based on the information that the Client has provided the Service Provider with up until the date of the quote. The Client guarantees that all the information essential and/or relevant to the plan for and execution of the order has been provided to the Service Provider. When the provided information turns out to be incorrect or incomplete or it changes at a later date, the Service Provider has the right to adjust the mentioned prices, fees and/or delivery date(s).
  8. Shown and/or provided drawings, examples, models, colour specifications, dimensions and other descriptions will be as accurate as possible but are only an indication. The Client cannot derive any rights from these.
  9. The Service Provider cannot be held to an offer when the Client should reasonably understand that the offer or a part thereof is based on an obvious mistake or typo.
  10. The Service Provider is also not bound upon the acceptance of the quote, whether or not in relation to minor points, deviates from the offer. The agreement will not enter into force unless the Service Provider declares in writing that he agrees to the deviating acceptance.
  11. A compiled quote or offer of multiple products or service does not require the Service Provider to carry out a part of the agreed-upon activities for a part of the price.
  12. The offer, the quote, the prices and fees are not automatically applied to additional, new or subsequent orders.
  13. If an order is placed by two or more Clients, they are severally bound and the Service Provider will be entitled vis-à-vis each of them with regards to compliance with the whole of the order.
  14. The Client is expected to treat the quote confidentially and shall not disclose it to third parties without the prior written consent of the Service Provider.
  15. When no agreement enters into force on the basis of the Quote, the Service Provider has the right to claim reasonable compensation for the costs made in relation to the offer, such as budgeting or designing costs. This compensation will be at least 10% of the total amount of the Quote.
  16. When no agreement enters into force, the Client is obliged to return any produced drawings and examples at the first request of the Service Provider at his risk and his own cost.

 

Article 4. Price

  1. All prices are excluding VAT and other governmental charges; and do not include any courier, transport or shipment costs, author corrections, photography, colour tests, cost of usage rights for illustrative and photographic imagery unless explicitly agreed otherwise. Unless agreed otherwise, the prices also do not include any cost that third parties charge, such as costs related to permits, licenses, etc.
  2. There are two correction rounds included in the price unless stated otherwise. Any extra correction rounds will be charged to the Client based on subsequent calculations.
  3. The price is based on a maximum of 500,000 prints of the images (or parts thereof) that the Service Provider is expected to deliver. In case a higher number is expected or needs to be used, the Client must notify the Service Provider immediately.
  4. All prices are based on a normal working week, from Monday to Friday. The Service Provider has the right to charge a higher fee for work that is deemed to be executed outside of normal office hours.
  5. The Service Provider is entitled to raise the agreed-upon price if the increase in price is due to an authority or requirement as a consequence of laws and regulations or if it is related to an increase in price of (raw) materials, wages, etc. or based on grounds that were not reasonably foreseeable when the agreement was entered into. The Client is not allowed to cancel or annul the agreement on this basis. If the price is raised by more than 10%, the parties shall consult with one another.

 

Article 5. Order, execution and amendments

  1. An Order is accepted by the Service Provider either by confirming acceptance to the Client in writing or by the commencement of the activities.
  2. The Service Provider will make an effort to execute the Activities in a competent way and to the best of their insights and abilities. The scope of their obligations is partially dependent on the level of input and cooperation by the Client or third parties they have hired and the information provided by the Client.
  3. The Client is responsible for the correctness and completeness of the information, data, decisions and amendments provided to the Service Provider, as well as the timely provision thereof. Any data carriers or electronic files provided by the Client shall be free of viruses.
  4. The Service Provider will make a reasonable effort to complete the order within the agreed-upon time frame. This time frame, however, including any (interim) deadlines, are never deemed to be strict deadlines. Exceeding an agreed-upon deadline can never in itself lead to a default on the part of the Service Provider.
  5. Unless there is a case of gross negligence on the part of the Client, exceeding the set (interim) deadlines do not give the Client the right to a partial or full annulment or cancellation of the order. Nor does it give the Client a right to compensation of damages as a result of exceeding the deadline.
  6. When the execution has to be sped up at the Client’s request, the Service Provider has the right to charge the Client for any related additional man-hours or other costs.
  7. The Service Provider is authorized to suspend their obligations arising from the agreement or to terminate the agreement if the Client has not fulfilled their obligations under the agreement, whether fully, partially or not in a timely manner or when the Service Provider obtains information about facts and/or circumstances that gives them good grounds to assume the Client will not meet their obligations.
  8. The Service Provider retains the right to suspend their activities and/or dissolve the agreement when circumstances arise that are of such a nature that they make the fulfilment of the agreement impossible or if the circumstances are of such a nature that unaltered continuation of the agreement cannot reasonably be expected of the Service Provider.
  9. If the Service Provider decides to dissolve, terminate or annul the agreement, they are in no way bound to compensate the Client for any damage or costs.
  10. The Service Provider, as well as the Client, has the right to fully or partially suspend the agreement immediately and without judicial intervention, if the other party:
  11. has filed for bankruptcy;
  12. has requested the suspension of payment;
  13. has applied for liquidation or has shut down their business; or
  14. a significant part of their assets have been seized.
  15. If the agreement is dissolved or terminated, whether by the Client or by the Service Provider, any claims the Service Provider has towards the Client that still exist or arise will be due in full immediately. When the dissolution or termination is caused by circumstances that are at the expense of the Client, the Client is bound to award compensation or indemnification. This indemnification will consist of paying the full or remaining payment for the order.
  16. If an order has been awarded to the Service Provider, but it is cancelled partially or in full before it has started, the Service Provider has a right to the following compensation:
  17. up to 8 calendar days before the planned commencement: 100% of the agreed-upon price;
  18. 9 to 5 calendar days before the planned commencement: 75% of the agreed-upon price;
  19. 16 to 30 calendar days before the planned commencement: 50% of the agreed-upon price.
  20. When printing files that are delivered to the Client, the Client must provide the lithography and ensure the printing files are ready for printing. The Client will provide a digital and physical sample print to the Service Provider for approval. When this sample adheres to the Service Provider’s requirements, it will be forwarded for a bar code scan test. As soon as both parties give the sample print their final approval, the production of the packaging shall commence.
  21. Changes in the Order, after it has been awarded, must be communicated by the Client to the Service Provider in a timely manner. If a change is communicated verbally, there is a risk that this change is not implemented at the Client’s risk and expense.
  22. If upon the acceptance of the execution of the Activities, facts or circumstances arise that (can) negatively affect the order or the result thereof, the party where this occurs must immediately notify the other party.
  23. The changes in the order will be in effect due to and from the acceptance thereof by the Service Provider.
  24. Any additional costs that arise due to changes in the order will be at the expense of the Client.
  25. Changes in the order can lead to the agreed-upon deadline to be exceeded by the Service Provider beyond their control. The Service Provider will never be liable due to this exceeding.
  26. The Client is obliged to notify the Service Provider as soon as possible, but at the latest within eight days after the Client has noticed a shortcoming on the part of the Service Provider.

 

Article 6. Customer relations and reporting

  1. The Service Provider will make a contact report of any contact that occurred with the Client unless explicitly agreed otherwise.
  2. In the case of contact by phone, a contact report will only be drawn up if, in the Services Provider’s opinion, the content of the conversation gives ground to do so.
  3. If the Client has not responded to the contact report within four working days after it was sent, the content of the report will be deemed correct and complete and the Client and Service Provider will be bound by it.
  4. The Service Provider will send the contact reports to a person appointed by the Client.

 

Article 7. Duty of Care Service Provider

1          The Service Provider will take into account the interests of the Client (including the importance of confidentiality regarding confidential information) while carrying out the Activities.

2          The Service Provider will have a duty of care for fitting audio and/or visual design of the communications and other materials, assuming there are clear agreements on the intended use and purpose. The Service Provider is, however, never responsible when the Activities do not adhere to any applicable laws and other regulations and/or behavioural rules, normative values and guidelines, etc. and the Client has no duty of investigation or warning duty.

 

Article 8. Hiring Third Parties

  1. If the Service Provider deems it reasonably necessary to properly fulfil the Order, or this arises from the nature of the Order, the Service Provider has the right to hire third parties on behalf of the Client to supply or otherwise place goods and/or services at their disposal. Any failure on the part of third parties can only be attributed to the Service Provider if the Service Provider has not been diligent in choosing this third party.
  2. If the Client appoints suppliers and/or other third parties to (help) execute the Order, then the Client is responsible for (the performance of) these third parties. The Service Provider is not obliged to reach any agreements with third parties that were put forward by the Client.

 

Article 9. Claims, complaints and proof

1          In case of visible defects, the Client must file a claim in writing (fax or email optional) as soon as possible, but in a maximum of eight days after the Service Provider has delivered or shown them the activities performed.

2          In case of invisible defects, the claim should be filed in writing (fax or email optional) within eight days after the Client is reasonably expected to have detected it.

3          After the above-mentioned terms have expired, the Service Provider is no longer obliged to handle complaints and the Client will have given up their rights.

4           In the absence of evidence to the contrary, the data from the administration of the Service Provider will be decisive.

 

Article 10. Duration Agreement

1          Unless explicitly agreed otherwise in writing, or if it arises from the nature of the order, the Client’s Order from the Service Provider applies for an indefinite period, provided that both parties can terminate it within six months from the start of the relationship by registered mail. The Client shall adhere to a period of six months.

2          During the period of the six months mentioned in the paragraph above, the Client is obliged to adhere to the remuneration agreement as if there had been no termination. Unless the parties have agreed or agree otherwise at that point in time, the remuneration for the Service Provider for that period consists at least of the full media commission based on the media plan that was approved by the Client.

 

Article 11. Payment

  1. The Client will always pay the Service Provider’s invoice within 14 days after the date on the invoice, without any withholding or deduction, to the bank account number specified by the Service Provider, unless another payment period or specific payment date has been agreed upon in writing.
  2. The Service Provider retains the right to invoice in advance as well as periodically. Sub-invoicing is possible at all times unless explicitly agreed upon otherwise in writing. Exclusion of the right of sub-invoicing, however, can never relate to the costs mentioned in paragraphs 3 and 4 of this article.
  3. The commercial production and (ether) media costs and production costs for websites must be paid to the Service Provider before the point in time when the Service Provider has to pay these costs based on the agreed-upon payment term.
  4. Postage and other distribution costs for mail advertising must be received from the Client by the Service Provider before it is sent or distributed.
  5. The Service Provider retains the right, regardless of the agreed-upon payment conditions, to require the security of payment (for example through an approved bank guarantee).
  6. If the Client does not meet their payment obligations to the Service Provider within the agreed-upon term, they are immediately in default, with no prior summation or notice of default required. The Client will then owe the legal commercial interest in accordance with 6:119a BW (Dutch Civil Code) on the owed invoice amount from the day in which the invoice should have been paid to when the entire amount has been paid, as well as extra-judicial expenses. 08.The Client will also owe the legal interest on the extra-judicial expenses in accordance with 6:119 BW (Dutch Civil Code), from the day the costs are due to the day they are paid in full.
  7. All costs (judicial as well as extra-judicial) that are related to the collection of the amount owed by the Client will be at the expense of the Client unless the Service Provider prefers a fixed sum of 15% of the owed amount. These costs will amount to at least
    €70,- per claim. If the Service Provider decides to transfer the actual costs, then sharing the relevant invoices is enough evidence that these costs have been made.
  8. The payment shall be deemed to first serve all the payment of the costs and interest, then the invoices that have been due the longest, even if the Client states that they are related to later invoices.
  9. The Client is not entitled to suspension nor the settlement of the costs with any counter-claims they make towards the Service Provider. This is also the case if the Client applies for (provisional) suspension of payment or is declared bankrupt.
  10. Claims related to invoices must be submitted to the Service Provider in writing within eight days after the invoice date. A complaint about the invoice does not suspend the payment obligation.
  11. Claims, complaints, guarantee agreements, etc. do not give a right to the postponement of payment or partial payment.
  12. The Service Provider has the right to fully or partially transfer the payment (cede) or pledge it as a security.
  13. The Client agrees to electronic invoicing by the Service Provider.

 

Article 12. Retention of title

  1. Any products manufactured for the Client (designs included) will only be the property of the Client after they have met all their obligations arising from the agreement, including whatever the Client owes due to his own failure to meet his obligations.
  2. Goods delivered by the Service Provider that according to paragraph 1 are subject to retention of title cannot be resold or used as a payment method. The Client is also not authorized to pledge or otherwise encumber goods subject to the retention of title without prior written consent from the Service Provider. This clause shall be deemed to be a clause having effect under property law.
  3. The Client must immediately inform the Service Provider in writing if third parties claim to have an ownership or other rights or seize anything subject to the retention of title.
  4. The Client must at all times do everything that can reasonably be expected of them to safeguard the Service Provider’s property rights.
  5. The Client undertakes to insure the goods delivered are subject to 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 for inspection by the Service Provider upon their first request. In the event of any insurance payment, the Service Provider shall be entitled to these tokens. To the extent necessary, the Client undertakes in advance towards the Service Provider to cooperate with the Service Provider in whatever may be necessary or desirable in that context.
  6. In the event that the Service Provider wishes to exercise their ownership rights referred to in this article, the Client gives its unconditional and irrevocable permission in advance to the Service Provider and third parties to be appointed by the Service Provider to enter all places where the Service Provider’s property is located and to repossess any goods supplied subject to the retention of title.This applies without prejudice to the Service Provider’s other rights, including, for example, the right to compensation for damages or the right to dissolve the agreement.
  7. The Service Provider is entitled to deny the Client the use of design during the period that the Client has not partly or fully met their payment obligations. The Service Provider shall not be liable for any damage – of any nature whatsoever – arising from them exercising that right.

 

Article 13. Liability Service Provider

  1. If the Service Provider should be liable, this liability shall be (financially) limited to the provisions of this article. The provisions in this article also apply in the event that the Service Provider is liable for errors made by third parties hired by the Service Provider or for the malfunctioning of equipment, software, data files, registers or other items used by the Service Provider, without exception.
  2. The Service Provider is not liable for damages, of whatever nature, caused by the Service Provider based on incorrect and/or incomplete information provided by or on behalf of the Client.
  3. The Service Provider is never liable for results not agreed upon between the parties.
  4. The Service Provider is not liable for damage to the work when this damage is the result of extraordinary circumstances against the harmful consequences of which the Service Provider, due to the nature of the assignment, did not have to take appropriate measures and/or it would be unreasonable to let the damage be at their expense.
  5. The Service Provider is only liable for shortcomings in the execution of the order which are the result of gross negligence and gross incompetence in giving advice and/or the execution of the order.
  6. The Service Provider is not liable for damage caused by acts or omissions on the part of the Client and/or by persons appointed by the Client or for whom the Client is otherwise responsible.
  7. The Service Provider is not liable for damages resulting from the delay in the execution of the agreed work, cancellation or dissolution by the Service Provider.
  8. The Service Provider is only liable for direct, material damage. This includes the following:
  • the reasonable costs of determining the cause and extent of the damage, to the extent that 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 the limitation of direct material damage.
  1. The Service Provider is never liable for indirect damage, including in any case consequential damage, loss of profit, mental damage, missed savings and/or damage due to business stagnation. The above list of indirect damages is not exhaustive.
  2. Liability on the part of the Service Provider as a result of an attributable failure in the fulfilment of an Agreement will only arise if the Client immediately and properly notifies the Service Provider in writing of the breach, setting a reasonable period for remedying the breach and if the Service Provider continues to fail in the fulfilment of its attributable obligations even after that period. The notice of default must contain a description as detailed as possible of the shortcoming.
  3. The scope of the damage to be compensated by the Service Provider shall be limited to a maximum of the order price or (if no exact price has been determined for the order or if work is carried out on an hourly basis) to the amount of the probable price. In the case of orders with a duration of more than one year, the price shall be set at the total remuneration for one year.
  4. Under no circumstances, however, shall the compensation exceed the total amount of the deductibles under the Service Provider’s insurance and the payment made by the Service Provider’s insurer. If the insurer does not pay out or the damage is not covered by any insurance taken out by the Service Provider, the Service Provider’s obligation to pay compensation is always limited to a maximum of € 20,000 per order.
  5. A precondition for the existence of a right to compensation is that the Client reports the damage to the Service Provider in writing as soon as possible, but up to a maximum of 14 days after its occurrence or discovery.
  6. All liability of the Service Provider towards the Client and/or persons appointed by the Client or for whom the Client is otherwise responsible, for whatever reason, will lapse 12 months from the date in which the assignment is terminated by completion, dissolution or cancellation. This period is also an expiry period.
  7. 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 Service Provider.
  8. The Service Provider cannot be held to compensate for any damage, which is a direct or indirect consequence of:
  • an event, which is in fact beyond the Service Provider’s control and therefore cannot be attributed to their acts and/or omissions;
  • any act or omission on the part of the Client, his or her subordinates, or other persons hired by or on behalf of the Client;
  • incompetent use or use contrary to the purpose for which it was supplied or to the instructions, advice, instructions for use, etc. provided by or on behalf of the Service Provider;
  • errors or omissions in the information, documents or materials provided or prescribed to the Service Provider 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;
  • the performance by or on behalf of the Client for the operations on the delivered goods.
  1. The Service Provider is never liable for damage caused by the fact that the Client has used the product supplied for a purpose other than that which it was manufactured or purchased.
  2. The Service Provider is not liable for damage suffered by the Client or any third party as a result of the application or use of the products and/or the results of the work. The Client indemnifies C-N for all damages referred to in this article.
  3. If the costs of remedying a defect or eliminating a shortcoming for which the Service Provider is liable are not in reasonable proportion to the Client’s interest in repairing the defect, the Service Provider may, instead of repairing the defect, simply pay the Client a reasonable compensation.
  4. The day after the date in which the work is deemed to have been completed, the Service Provider shall no longer be liable for shortcomings in the work, unless:
  5. These defects are attributable to the Service Provider; and
  6. the Client has not noticed these defects prior to completion; and
  7. the Client should not reasonably have discovered defects upon delivery.
  8. The Service Provider is not liable for damage to, loss or destruction of objects, materials or data made available to him for, by or on behalf of the Client. Goods travel at the Client’s risk.

 

Article 14. Liability Client

  1. In addition to other sources of liability and/or indemnification mentioned in these general terms and conditions, the following applies to the Client.
  2. The Client indemnifies the Service Provider against any claims by them and/or third parties arising from incorrect and/or incomplete information provided by or on behalf of the Client.
  3. In the event that the Client should fail to properly fulfil their obligations towards the Service Provider, the Client, as a result, will be liable for all direct or indirect damage suffered by the Service Provider.
  4. The Client is responsible for the orders and instructions provided by him or on his behalf and for the materials or data supplied by him.
  5. The Client is responsible for texts, tables, logos and images used at all times. The testing of the barcode(s) and the registration and management of any brand names, URLs or online accounts must be done by the Client. The packaging is exclusively intended for use by the Client.
  6. If materials made available by the Client, or prescribed by the Client, are unsuitable or defective, the consequences thereof shall be at the Client’s expense.
  7. If the Client has prescribed hiring a third party (including a supplier), and this third party fails to perform, fails to perform on time or fails to perform properly, the consequences of this shall be at the Client’s expense.
  8. The Client is liable for damage to the work and the damage and delay suffered by the Service Provider as a result of work carried out or deliveries made by the Client or by a third party at their instructions.
  9. The consequences of compliance with statutory regulations or government decisions that take effect after the day of the quote will be at the Client’s expense unless it must be reasonably assumed that the Service Provider could already have foreseen such consequences on the day of the quote.
  10. The Client indemnifies the Service Provider and their employees and auxiliary persons against claims from third parties in respect of any damage caused by using the products supplied by the Service Provider.
  11. The Client indemnifies the Service Provider against all claims and damage suffered by the Service Provider and/or auxiliary persons engaged by the Service Provider in relation to the performance of the assignment and which is the result of the Client’s acts or omissions.
  12. The Client must take all measures necessary to prevent or limit any damage.

 

Article 15. Force majeure

  1. The Service Provider is not obliged to fulfil any obligation towards the Client if they are hindered to do so as a result of a circumstance that is not attributable to its fault and is not for its account by virtue of the law, a legal act or generally accepted practice.
  2. Force majeure is understood to mean: all external causes, foreseen or unforeseen, over which the Service Provider has no influence, but which prevent them from fulfilling their obligations.
  3. The Service Provider may suspend the obligations under the agreement during the period of force majeure. If this period lasts longer than 2 months, either party is entitled to dissolve the agreement without any obligation to pay damages to the other party.
  4. Insofar as the Service Provider has already partially fulfilled its obligations under the Agreement at the time of the occurrence of force majeure or could fulfil them partially, and the part fulfilled or to be fulfilled respectively has independent value, the Service Provider is entitled to invoice the part already fulfilled or to be fulfilled separately.

 

Article 16. Intellectual property

  1. Unless the Service Provider and the Client have explicitly agreed otherwise in writing, the Service Provider is and will remain the full and exclusive owner of the (intellectual) property rights (including, but not limited to: ideas, drawings, designs, copyrights, personality rights) that are vested in and/or arise from and/or are related to and/or belong to the assignment or its preliminary phase.
  2. The Client indemnifies the Service Provider against any and all costs and damage arising as a result of the Client marketing more than the maximum permitted (500,000) number of prints of an image or part thereof licensed to the Service Provider and used for the activities without the prior written permission of the Service Provider.
  3. The Service Provider 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).
  4. For the duration of the relationship, the Client is not entitled to any further or different use of the commissioned product than the previously expressly agreed use. If nothing has been agreed in this respect, the first use shall be deemed to have been agreed.
  5. For the duration of the relationship, the Client is not entitled to adjust the work commissioned without the Service Provider’s express written permission.
  6. The Service Provider shall be entitled to sign the work commissioned.
  7. If the Client acts in breach of the provisions of paragraphs 1 to 5 of this article, the Client will forfeit, irrespective of whether the breach can be attributed to the Client, without prior notice of default or legal proceedings; an immediate payable penalty to the Service Provider of € 20,000 for each breach and, in addition, an amount of € 5,000 for each day that the breach continues, without the need for any form of damage and without prejudice to the other rights of the service provider, including its right to claim compensation instead of the penalty.
  8. The Client guarantees that the documents, drawings, files, etc. provided by him to the Service Provider do not infringe the copyright or any other intellectual property right of third parties. The Principal is liable for any damage suffered by the Service Provider as a result of such infringements and indemnifies the Service Provider against claims from these third parties.

 

Article 17. Settlement relationship

1          All designs, reproduction materials, texts, descriptions, artistic performances, films and other publicity materials that are with the Service Provider at the end of the relationship; as a result of the relationship, shall be handed over to the Client free of charge upon their first request after all the expenses owed by the Client to the Service Provider (for whatever reason) has been paid. In that case, the Service Provider will, without delay, instruct the media in writing to transfer the remainder of the contracted media space/time still to be purchased to the Client or a third party to be appointed by the Client.

2          In all cases in which the relationship between the Client and the Service Provider ends (and for whatever reason), these terms and conditions will continue to govern the legal relationship between the parties.

 

Article 18. Transfer or rights and obligations

1          The Client is not entitled to transfer all or part of the rights and obligations arising from the Agreement(s) with the Service Provider to third parties without the Service Provider’s prior written consent. This clause shall be deemed to be a clause having effect under property law.

 

Article 19. Confidentiality

  1. The Service Provider and the Client shall ensure that all information received from the other party (in whatever form) which is known or should be known to be of a confidential nature to remain secret unless a legal obligation or a competent authority requires disclosure of that information. The party that receives confidential information shall use it only for the purpose for which it was provided. Information shall, in any case, be regarded as confidential if indicated as such by one of the parties.
  2. In the event of failure to award an order or after the termination of the order, for whatever reason, this duty of confidentiality shall remain in force.
  3. If pursuant to a statutory provision or a judicial decision, the Service Provider is obliged to provide confidential information to third parties designated by law or by the competent court, the Service Provider will not be obliged to pay damages as a result of this provision of information and the Client will not be entitled to terminate or dissolve the order based on this provision of information.
  4. If the Client acts in breach of the provisions of paragraphs 1 and 2 of this article, regardless of whether the breach can be attributed to the Client, without prior notice of default or legal proceedings, the Client will forfeit immediately to the Service Provider a payable penalty of € 50,000 for each breach and in addition, an amount of € 5,000 for each day that the breach continues, without it being necessary for there to be any form of damage and without prejudice to the other rights of the Service Provider, including its right to claim compensation instead of the penalty.

 

Article 20. Privacy and Personal Data

  1. The Service Provider respects the privacy of their clients and ensures that (personal) information provided by the Client to the Service Provider is processed confidentially, carefully and in accordance with the applicable regulations.

 

Article 21. Disputes, Applicable Law and Jurisdiction

  1. All legal relationships to which the Service Provider is a party shall be governed exclusively by the Dutch law. This also applies if the agreement is wholly or partly executed abroad or if the Client or a party involved in the legal relationship has their domicile there. In the latter case, the Client and/or that party is obliged to choose domicile in the Netherlands. In the absence of such domicile, the other party shall be deemed to have chosen domicile in the same place as the Service Provider.
  2. Applicability of the Vienna Convention on Contracts for the International Sale of Goods is excluded.
  3. If any disputes should arise as a result of the offer or commission, or of agreements resulting therefrom, the parties will try to solve these in the first instance in good consultation, either with or without the help of an independent third party.
  4. The court can only be accessed if a dispute has not been resolved within 3 weeks after it arose. In urgent matters, this term does not have to be respected.
  5. Disputes will then exclusively be submitted to the competent court of the District Court of The Hague, without prejudice to the Service Provider’s right to submit disputes to the court in the Client’s place of residence.