Last edited: July 8 2020

Article 1: General Agreements
1.1 | Applicability of terms and conditions
These general terms and conditions apply to the formation, content and performance of all agreements concluded between the client and the contractor.
1.2 | Quotations
Quotations are without obligation and valid for 30 days. If the client has not responded within the term to whether or not to accept the offer, it will lapse. Quotations can undergo changes due to an unforeseen change in the work: the contractor will always report this in time.
1.3 | Written confirmation
Assignments must be confirmed in writing by the client. If the client fails to do so, but nevertheless agrees that the contractor commences the execution of the assignment, the content of the quotation will count as agreed. Further verbal agreements and stipulations bind the contractor only after these have been confirmed in writing by the contractor.
1.4 | Multiple contractors
If the client wishes to issue the same assignment to others than this contractor at the same time, he must inform the contractor, stating the names of these others.

Article 2: Execution of the Agreements
2.1 | Execution of the assignment
The contractor will endeavor to carry out the assignment diligently, to represent the interests of the client to the best of their ability and to strive for a useful result for the client. Insofar as necessary, the contractor will keep the client informed of the progress of the work.
2.2 | Provision of supplies
The client will supply what is reasonably necessary or desirable to enable a timely and correct delivery by the contractor, including but not limited to complete, sound and clear data or materials that are not the responsibility of the contractor.
2.3 | Use of suppliers
Unless otherwise agreed, assignments to third parties, in the context of the realization of the design, are issued by or on behalf of the client. At the request of the client, the contractor can act as an agent at the expense and risk of the client.
2.4 | Disclosure and reproduction
Before production, reproduction or publication, the parties must give each other the opportunity to check and approve the latest models, prototypes or proofs of the design.
2.5 | Delivery period
A period specified by the contractor for the completion of the design has an indicative purpose, unless the nature or content of the agreement shows otherwise. Even at a specified term for completing the design, the contractor is in default after the client has given them notice of default by registered letter and there is no fulfillment within the reasonable period stated in the notice of default.
2.6 | Tests, permits and legal requirements
Unless otherwise agreed, performing tests, applying for permits and assessing whether instructions from the client comply with legal or quality standards are not part of the contractor’s assignment.
2.7 | Complaints
Complaints must be communicated to the contractor in writing as soon as possible, but in any case within 14 working days after completion of the assignment.

Article 3: Intellectual Property Rights and Proprietary Right
3.1 | Copyright and industrial property
Unless otherwise agreed, all intellectual property rights arising from the assignment - including patent, design and copyright - belong to the contractor. Insofar as such a right can only be obtained by a deposit or registration, then only the contractor is authorized to do so.
3.2 | Research into the existence of rights
Unless otherwise agreed, the assignment does not include conducting research into the existence of patent rights, trademark rights, drawing or design rights, copyrights and portrait rights of third parties. The same applies to any investigation into the possibility of such forms of protection for the client.
3.3 | Attribution
Unless the work does not lend itself to it, the contractor is at all times entitled to credit themselves on or near the work mentioned or removed and the client is not permitted to publish or reproduce the work without mentioning the name of the contractor without prior permission.
3.4 | Ownership with the contractor
Unless otherwise agreed, the drawings, illustrations, prototypes, designs, sketches, films and other materials or (electronic) files created by the contractor under the contract remain the property of the contractor, regardless of whether these are made available to the client or third parties.

Article 4: Use and License
4.1 | Uses
When the client fully fulfills his obligations under the agreement with the contractor, he obtains an exclusive license to use the design insofar as this concerns the right of publication and reproduction in accordance with the destinations agreed upon in the assignment. If no agreements have been made about the destination, the licensing will be limited to that use of the design, for which there were firm intentions at the time of the assignment. These intentions must be demonstrably made known to the contractor before the conclusion of the agreement.
4.2 | Extensive uses
Without the written permission of the contractor, the client is not entitled to use the design more broadly (i.e. use it for other purposes) than agreed under the license.
4.3 | Amendments
Unless otherwise agreed, the client is not permitted to make changes or have changes made to the provisional or final designs without the written permission of the contractor.
4.4 | Violation of user rights
If the client violates the agreements of the issued license, as described in art. 4.2 and art. 4.3, the client must pay a fee to the contractor. The amount of the compensation depends on the nature and extent of the violation.
4.5 | Uses for own promotion
Taking into account the interests of the client, the contractor has the freedom to use self-made images and designs for his own publicity or promotion.

Article 5: Fee
5.1 | Fee and additional costs
In addition to the agreed fee, the expenses incurred by the contractor for the execution of the assignment are also eligible for reimbursement.
5.2 | Fee for additional work
If the contractor is forced to carry out more or other work due to the failure to supply complete, sound and clear data or materials or due to a changed or incorrect briefing, this work will be paid for separately, based on the usual fee rates applied by the contractor.

Article 6: Payment
6.1 | Payment obligation
Payments must be made within 30 days of the invoice date. If no (full) payment has been received by the contractor after this period has expired, the client will be in default and will owe interest equal to the statutory interest. All costs incurred by the contractor, such as legal costs and extrajudicial and judicial costs, including the costs for legal assistance, bailiffs and collection agencies, incurred in connection with late payments, will be borne by the client. The extrajudicial costs are set at at least 10% of the invoice amount with a minimum of € 110.
6.2 | Periodic payments
If agreed with the client, the contractor has the right to charge the work performed and costs incurred for the execution of the assignment on a monthly basis.
6.3 | Expired license
From the moment that the client does not (fully) meet his payment obligations under the agreement or is otherwise in default, the client is no longer allowed to use the results made available and any granted license within the framework of the assignment will lapse, unless the shortcoming of the client is of minor importance in light of the entire assignment.

Article 7: Termination of the Agreement
7.1 | Termination of the agreement by the client
When the client terminates an agreement, he must, in addition to compensation, pay the fee and the costs incurred with regard to the work performed up to that time.
7.2 | Termination of the agreement by contractor
If the contract is terminated by the contractor due to an attributable shortcoming in the fulfillment of the contract by the client, the client must, in addition to compensation, pay the fee and costs incurred with regard to the work performed up to that time. Behaviour of the client on the basis of which the contractor can no longer reasonably be expected to complete the assignment is also regarded in this context as an attributable shortcoming.
7.3 | Damages
The compensation referred to in the previous two paragraphs of this article will at least include the costs arising from the commitments entered into by the contractor in their own name for the fulfillment of the assignment with third parties, as well as 30% of the remaining part of the fee that the client would be due on full fulfillment of the assignment.
7.4 | Bankruptcy
Both the contractor and the client have the right to immediately dissolve the agreement in whole or in part in the event of bankruptcy or suspension of payments of the other party.
7.5 | Uses after premature termination
If the assignment, for whatever reason, is terminated prematurely, the client is no longer allowed to use the designs made available to him and any license granted to the client in the context of the assignment will lapse, unless the contractor grants written permission for this after the assignment has ended.
7.6 | Duration agreements
If the work of the contractor consists of repeatedly performing similar work, then the applicable agreement, unless otherwise agreed in writing, will apply for an indefinite period. This agreement can only be terminated by written notice, subject to a reasonable notice period of at least two months.

Article 8: Guarantees and Indemnities
8.1 | Copyright holder
The contractor guarantees that the delivered goods have been designed by or on behalf of them and that, if there is copyright on the design, they count as creator within the meaning of the Copyright Act and as copyright holder of the work.
8.2 | Indemnity for claims regarding use of design
The client indemnifies the contractor or persons engaged by the contractor in the assignment against all third-party claims arising from the applications or the use of the result of the assignment.
8.3 | Materials and data provided
The client indemnifies the contractor against claims with regard to intellectual property rights on materials or data provided by the client that are used in the execution of the assignment.

Article 9: Liability
9.1 | Liability
The contractor cannot be held liable for:
a. errors in the material provided by the client.
b. misunderstandings or errors with regard to the execution of the agreement if these are caused by the client, such as the failure to deliver complete, sound and clear data / materials on time or not.
c. errors by third parties engaged by or on behalf of the client.
d. defects in quotations from suppliers or for exceeding quotations from suppliers.
e. errors in the design or the text / data, if the client, in accordance with art. 2.4 has given its approval or has been given the opportunity to carry out an audit and has indicated that it does not need such an audit.
f. errors in the design or the text / data, if the client has omitted the realization or commissioning of a certain model, prototype or test, and these errors in such a model, prototype or test would have been observable.
9.2 | Limitation of liability
Except in the case of intent or gross negligence on the part of the contractor, the liability of the contractor for damage arising from an agreement or a wrongful act committed against the client is limited to an amount that is reasonably proportional to the size of the assignment, on the understanding that this amount will not exceed € 30.000 or, if the costs associated with the assignment are higher, the amount of these costs.
9.3 | Lapse of liability
Any liability will lapse after one year from the time the assignment is completed.
9.4 | Copies of materials
The client is obliged, if reasonably possible, to keep copies of materials and data provided by him until the assignment is fulfilled. If the client fails to do so, the contractor cannot be held liable for damage that would not have occurred if these copies had existed.
9.5 | Retention obligation
After the completion of the assignment, neither the client nor the contractor have a retention obligation towards each other with regard to the materials and data used, unless agreed otherwise.

Article 10: Other provisions
10.1 | Transfer to third parties
The client is not permitted to transfer any right under an agreement concluded with the contractor to third parties, other than with the transfer of his entire company.
10.2 | Confidentiality
Parties are obliged to treat facts and circumstances that become known to the other party in the context of the assignment confidentially. Third parties involved in the execution of the assignment will be bound by the same confidential treatment with regard to these facts and circumstances.