1 Agreement, Quotation and Confirmation

1.1 These general terms and conditions (hereinafter: General Terms and Conditions) apply to all quotations and the formation, content and performance of all agreements concluded between the client and the contractor (hereinafter: designer). Deviations from these General Terms and Conditions may only be agreed in writing between the client and the designer.

1.2 Quotations are non-binding and valid for 2 months. Price quotes may change due to unforeseen changes in the work. Prices are exclusive of VAT. Stated rates and offers do not automatically apply to future assignments. The client is responsible for the accuracy and completeness of the data provided to the designer on which the designer bases the quotation.

1.3 Assignments are confirmed in writing by the client. If the client fails to do so, but nevertheless agrees that the designer begins executing the assignment, the contents of the quotation shall be deemed agreed and these General Terms and Conditions shall apply. Further verbal agreements and stipulations shall only be binding on the designer after they have been confirmed in writing by the designer.

2 Performance of the Agreement

2.1 The designer shall endeavour to carry out the assignment carefully and independently, to represent the client's interests to the best of their knowledge, and to strive for a result that is useful to the client, as may be expected of a reasonably and professionally acting designer. Where necessary, the designer will keep the client informed of the progress of the work.

2.2 The client shall do everything reasonably necessary or desirable to enable timely and correct delivery by the designer, such as providing complete, sound and clear data or materials in a timely manner, as indicated by the designer or as the client understands or should reasonably understand to be necessary for the performance of the agreement.

2.3 A deadline given by the designer for performing the assignment is indicative, unless otherwise agreed in writing.

2.4 Unless otherwise agreed, the following do not form part of the designer's assignment: a. carrying out tests, applying for permits, and assessing whether the client's instructions comply with legal or quality standards; b. conducting research into the existence of rights, including patent rights, trademark rights, drawing or model rights, copyrights or portrait rights of third parties; c. conducting research into the possibility of the forms of protection referred to in sub b. for the client.

2.5 Before proceeding to execution, production, reproduction or publication, the parties shall give each other the opportunity to check and approve the final models, prototypes or proofs of the result.

2.6 Deviations in the (final) result from what was agreed are not grounds for rejection, discount, compensation or dissolution of the agreement, where such deviations are, taking all circumstances into account, reasonably of minor significance.

2.7 Complaints shall be communicated to the designer in writing as soon as possible, but in any case within ten working days of completion of the assignment, failing which the client shall be deemed to have fully accepted the result of the assignment.

3 Engaging Third Parties

3.1 Unless otherwise agreed, assignments to third parties in the context of performing the assignment shall be issued by or on behalf of the client. At the client's request, the designer may act as an authorised representative, at the client's expense and risk. The parties may agree a separate fee for this.

3.2 When the designer draws up a budget for third-party costs at the client's request, this budget is indicative. If desired, the designer may request quotations on behalf of the client.

3.3 When, in the performance of the assignment, the designer procures goods or services from third parties at their own expense and risk under an express agreement, after which these goods or services are passed on to the client, the provisions of the general terms and conditions of and/or separate agreements with the supplier regarding warranty and liability shall also apply to the client.

3.4 When the designer, whether or not in the name of the client, issues instructions to production companies or other third parties, the client shall, at the designer's request, confirm in writing the approval referred to in Article 2.5 of these General Terms and Conditions.

3.5 The client shall not engage third parties without consulting the designer where this may affect the performance of the assignment as agreed with the designer. In such cases, the parties shall consult on which other contractors are engaged and what work is assigned to them.

3.6 The designer is not liable for errors or defects in products or services from third parties engaged by or on behalf of the client, regardless of whether they were introduced by the designer. The client must hold these parties accountable directly. The designer may provide assistance in this regard if desired.

4 Intellectual Property Rights and Ownership Rights

4.1 All intellectual property rights arising from the assignment — including patent rights, trademark rights, drawing or model rights and copyrights — in the results of the assignment shall vest in the designer. Where such a right can only be obtained through filing or registration, the designer alone is entitled to do so, unless otherwise agreed.

4.2 The parties may agree that the rights referred to in the first paragraph are transferred in whole or in part to the client. Such transfer, and any conditions under which it takes place, shall always be recorded in writing. Until the moment of transfer, a right of use shall be granted as set out in Article 5 of these General Terms and Conditions.

4.3 The designer shall at all times have the right to have their name included or removed in, on or in publicity surrounding the result of the assignment, in the manner customary for that result. The client is not permitted to publish or reproduce the result without stating the designer's name, without the prior consent of the designer.

4.4 Unless otherwise agreed, the (originals of the) results created by the designer in the context of the assignment (such as designs, design sketches, concepts, advice, reports, budgets, estimates, specifications, working drawings, illustrations, photographs, prototypes, scale models, moulds, (sub)products, films, (audio and video) presentations, source codes and other materials or (electronic) files, etc.) shall remain the property of the designer, regardless of whether they have been made available to the client or to third parties.

4.5 After completion of the assignment, neither the client nor the designer shall have any obligation to retain the materials and data used, unless otherwise agreed.

5 Use of the Result

5.1 When the client fully meets their obligations under the agreement with the designer, they shall obtain the right to use the result of the assignment in accordance with the agreed purpose. If no arrangements have been made regarding the purpose, the right of use shall be limited to the use for which the assignment was (evidently) given. The right of use is exclusive, unless the nature of the agreement dictates otherwise or unless otherwise agreed.

5.2 Where the result also relates to works on which third-party rights rest, the parties shall make additional arrangements for how the use of these works will be regulated.

5.3 Without written permission, the client is not entitled to modify the result of the assignment, to (re)use or execute it in a broader or different way than agreed, or to have this done by third parties. The designer may attach conditions to such permission, including the payment of a reasonable fee.

5.4 In the event of agreed broader or other use, including modification, mutilation or impairment of the preliminary or final result, the designer shall be entitled to compensation for infringement of their rights of at least three times the agreed fee, or alternatively a compensation that is reasonably proportionate to the infringement committed, without forfeiting any other right.

5.5 The client is no longer permitted to use the results made available, and any right of use granted to the client in the context of the assignment shall lapse, unless the consequences thereof are contrary to reasonableness and fairness: a. from the moment the client fails to meet their (payment) obligations under the agreement in full or at all, or is otherwise in default; b. if the assignment is terminated prematurely for reasons stated in Article 8.1 of these General Terms and Conditions; c. in the event of the client's bankruptcy, unless the relevant rights have been transferred to the client in accordance with Article 4.2 of these General Terms and Conditions.

5.6 The designer shall, with due regard for the client's interests, be free to use the results for their own publicity, acquisition of assignments, and promotion — including competitions and exhibitions — and to borrow them when they are physical results.

6 Fees and Costs

6.1 The designer is entitled to a fee for performing the assignment. This may consist of an hourly rate, a consultancy fee, a fixed amount (whether or not related to the project sum), or any other form of compensation agreed between the parties.

6.2 In addition to the agreed fee, costs incurred by the designer for the performance of the assignment — such as office, travel and accommodation costs, costs for prints, copies, (print) proofs, prototypes, and costs of third parties for advice, production and supervision, etc. — shall also be eligible for reimbursement. These costs shall be specified in advance as much as possible, unless a markup percentage is agreed.

6.3 If the designer is required to perform more or different work due to the client's failure to provide complete, sound and clear data/materials in a timely manner, due to a changed or incorrect assignment or briefing, or due to external circumstances, such work shall be remunerated separately, based on the designer's usual fee rates. The designer shall inform the client of this in advance, unless circumstances do not permit this or the nature of the work does not allow for delay.

6.4 If the performance of the assignment is delayed or interrupted due to circumstances not attributable to the designer, the client shall be obliged to reimburse any costs this entails. The designer shall endeavour to limit costs as much as possible.

7 Payment and Suspension

7.1 All payments must be made without deduction, set-off or suspension, within 14 days of the invoice date, unless otherwise agreed in writing or as stated otherwise on the invoice.

7.2 All items delivered to the client shall remain the property of the designer until all amounts owed by the client to the designer under the agreement between the parties have been paid in full.

7.3 If the client is in default of payment, in whole or in part, the client shall owe statutory interest and extrajudicial collection costs, amounting to at least 10% of the invoice amount with a minimum of €150 excluding VAT.

7.4 The designer shall ensure timely invoicing. In consultation with the client, the designer may charge the agreed fee and costs as an advance, on an interim basis, or periodically.

7.5 The designer may suspend performance of the assignment after the payment period has expired and the client has been given written notice to pay within 14 days but fails to do so, or when the designer must understand from a statement or conduct of the client that payment will not be forthcoming.

8 Termination and Dissolution of the Agreement

8.1 If the client terminates the agreement without there being any attributable failure on the part of the designer, or if the designer dissolves the agreement due to an attributable failure by the client, the client shall owe compensation in addition to the fee and costs incurred for work performed up to that point. Conduct by the client that reasonably cannot be expected to allow the designer to complete the assignment shall also be regarded as an attributable failure in this context.

8.2 The compensation referred to in the previous paragraph shall include at least the costs arising from commitments entered into by the designer in their own name with third parties for the fulfilment of the assignment, as well as at least 30% of the remaining portion of the fee that the client would have owed upon full completion of the assignment.

8.3 Both the designer and the client shall have the right to dissolve the agreement immediately in whole or in part, and all amounts owed shall become immediately due and payable, when a request for bankruptcy, (provisional) suspension of payments, or debt restructuring is filed with respect to the other party.

8.4 When the designer's work consists of repeatedly performing similar activities, a continuing performance agreement exists, unless otherwise agreed in writing. Such an agreement may only be terminated by written notice with a reasonable notice period of at least three months, during which the client shall continue to purchase the usual amount of work from the designer, or shall provide financial compensation.

9 Warranties and Indemnities

9.1 The designer warrants that the delivered work has been designed by or on behalf of them, and that, where copyright subsists in the result, they qualify as the creator within the meaning of the Copyright Act and may dispose of the work as copyright holder. The designer warrants that the result of the assignment, at the time of its creation, does not, to the best of their knowledge or what they ought reasonably to know, infringe the rights of third parties or is otherwise unlawful.

9.2 When the client uses the results of the assignment, the client shall indemnify the designer and any third parties engaged by the designer against all claims by third parties arising from the application or use of the result of the assignment. This is without prejudice to the designer's liability to the client for failure to comply with the warranties referred to in the preceding paragraph and other liability as referred to in Article 10 of these General Terms and Conditions.

9.3 The client shall indemnify the designer against claims relating to intellectual property rights in all materials and/or data provided by the client that are used in the performance of the assignment.

10 Liability

10.1 In the event of an attributable failure, the designer must first be given written notice of default, with a reasonable period to still fulfil their obligations, or to correct errors or limit or remedy damage.

10.2 The designer is solely liable to the client for direct damages attributable to the designer. Liability of the designer for indirect damages, including consequential damages, lost profits, missed savings, corrupted or lost data or materials, or damages due to business interruption, is excluded.

10.3 Except in cases of intent or deliberate recklessness on the part of the designer, the designer's liability is limited to the designer's fee for the assignment, or that part of the assignment to which the liability relates. This amount shall not exceed €75,000 and shall in any case always be limited to the maximum amount paid out by the insurer in the relevant case. The amount for which the designer is liable shall be reduced by any sums insured by the client.

10.4 All liability shall lapse upon the expiry of two years from the moment the assignment has ended through completion, termination or dissolution.

11 Other Provisions

11.1 If the client wishes to award the same assignment simultaneously to parties other than the designer, or has previously awarded the assignment to another party, they shall inform the designer of this, stating the names of such other parties.

11.2 The client is not permitted to transfer any right arising from an agreement concluded with the designer to third parties, other than upon transfer of their entire business or with the written consent of the designer.

11.3 The parties are obliged to maintain confidentiality regarding all confidential information, facts and circumstances that come to their knowledge in the context of the assignment, from each other or from another source, where it is reasonably understood that disclosure or communication to third parties could cause damage to the designer or the client. Third parties involved in the performance of the assignment shall be bound by the same duty of confidentiality with respect to such facts and circumstances originating from the other party.

11.4 If any provision of these General Terms and Conditions is void or is annulled, the remaining provisions shall continue in full force. In such case, the parties shall consult with the aim of agreeing on new provisions to replace the void or annulled provisions, giving as much regard as possible to the purpose and intent of the void or annulled provisions.

11.5 The headings in these General Terms and Conditions are intended solely to improve readability and do not form part of these General Terms and Conditions.

11.6 Dutch law applies to the agreement between the designer and the client. The parties shall first attempt to resolve any dispute by mutual consultation. Unless the parties have expressly agreed to arbitration in writing, disputes between the designer and the client shall be submitted to the competent court under the law, or the court in the district where the designer is established, at the designer's choice.