These general terms and conditions apply to the formation, content, and fulfillment of all agreements concluded between the client and the contractor.

Quotations are valid for 2 months. Price estimates may be subject to change due to unforeseen changes in the work.

Assignments must be confirmed in writing by the client. If the client fails to do so, but nevertheless agrees that the contractor starts executing the assignment, the contents of the quotation shall be deemed to have been agreed upon. Further oral agreements and stipulations shall only bind the contractor after they have been confirmed in writing by the contractor.

If the client wishes to assign the same assignment to parties other than this contractor at the same time, they must inform the contractor of this, stating the names of these other parties.

If a client has previously given the same assignment to someone else, they must inform the contractor of this, stating the name of the other party.

The contractor will make every effort to carry out the assignment carefully and independently, to protect the interests of the client to the best of their ability, and to strive for a result that is useful to the client. Where necessary, the contractor will keep the client informed of the progress of the work.

The client is required to do everything that is reasonably necessary or desirable to enable timely and proper delivery by the contractor, in particular by (having) complete, sound, and clear data or materials delivered on time.

If the contractor prepares a budget for third-party costs at the request of the client, this budget will only be indicative. If desired, the contractor can request quotations on behalf of the client.

Unless otherwise agreed, assignments to third parties, in the context of the creation of the design, are given by or on behalf of the client. At the request of the client, the contractor may act as an authorised representative, at the expense and risk of the client. The parties may agree on an additional fee for this. If, in the execution of the assignment, the contractor, by explicit agreement, procures goods or services from third parties at his own expense and risk, after which these goods or services are passed on to the client, then the provisions of the supplier's general terms and conditions regarding the quality, quantity, nature, and delivery of these goods or services shall also apply to the client.

Before proceeding to production, reproduction, or publication, the parties must give each other the opportunity to inspect and approve the final models, prototypes, or proofs of the design. If the contractor, whether or not on behalf of the client, is to give orders or instructions to production companies or other third parties, the client must, at the contractor's request, confirm the above-mentioned approval in writing.

A deadline for completing the design provided by the contractor is indicative, unless the nature or content of the agreement indicates otherwise. The contractor, even if a deadline for completing the design has been given, is only in default after the client has given notice of default by registered letter and fulfillment does not occur within the reasonable period specified in the notice of default.

Unless otherwise agreed, performing tests, applying for permits, and assessing whether the client's instructions comply with legal or quality standards are not part of the contractor's assignment.

Complaints must be reported to the contractor in writing as soon as possible, but in any case within ten working days after completion of the assignment.

Unless otherwise agreed, all intellectual property rights arising from the assignment – including patent rights, design rights, and copyrights – shall belong to the contractor. Insofar as such a right can only be obtained through a deposit or registration, only the contractor is authorised to do so.

Unless otherwise agreed, the assignment does not include conducting research into the existence of patent rights, trademark rights, design or model rights, copyrights, and portrait rights of third parties. The same applies to any research into the possibility of such forms of protection for the client.

Unless the nature of the work precludes it, the contractor is at all times entitled to have his/her name stated on or near the work or to have it removed, and the client is not permitted to publish or reproduce the work without mentioning the contractor's name without prior consent.

Unless otherwise agreed, the working drawings, illustrations, prototypes, models, moulds, designs, design sketches, films and other materials or (electronic) files created by the contractor in the context of the assignment shall remain the property of the contractor, regardless of whether they have been provided to the client or to third parties.

When the client fully complies with 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 purpose agreed upon in the assignment. If no agreements have been made about the purpose, the license is limited to the use of the design for which there were definite intentions at the time the assignment was given. These intentions must have been demonstrably made known to the contractor before the agreement was concluded.

The client is not entitled to use the design more extensively than agreed upon without the written consent of the contractor.

Unless otherwise agreed, the client is not permitted to make or have made any changes to the preliminary or final designs without the written consent of the contractor.

The contractor, while taking into account the interests of the client, has the freedom to use the design for their own publicity or promotion.

In addition to the agreed fee, the costs incurred by the contractor for the execution of the assignment are also eligible for reimbursement.

If the contractor is required to perform more or different work due to the late or incomplete provision of full, proper, and clear data/materials, or due to a changed or incorrect assignment or briefing, these activities will be compensated separately, based on the contractor’s usual fee rates.

If the remuneration is in any way dependent on facts or circumstances that must be evident from the client’s administration, the contractor has the right, after a statement from the client, to have the client’s administration audited by a chartered accountant. If such an audit reveals that the client’s statement does not correspond with the actual situation, the costs of this audit will be borne by the client.

Payments must be made within 30 days of the invoice date. If, after the expiry of this period, the contractor has not yet received (full) payment, the client is in default and owes interest equal to the statutory interest rate. 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, shall be borne by the client. The extrajudicial costs are set at a minimum of 10% of the invoice amount with a minimum of EUR 125,--.

The contractor has the right to invoice his fee monthly for work performed and costs incurred in connection with the execution of the assignment.

The client shall make payments owed to the contractor without any discount or compensation, except for the settlement of deductible advances related to the agreement that the client has provided to the contractor.

From the moment the client fails to (fully) meet their payment obligations under the agreement or is otherwise in default, the client is no longer permitted to use the results made available and any license granted to the client in the context of the assignment will lapse, unless the client's shortcoming is of minor significance in light of the entire assignment.

If the client terminates an agreement, they must pay, in addition to compensation for damages, the fee and the costs incurred in relation to the work performed up to that point.

If the agreement is terminated by the contractor due to an attributable failure in the performance of the agreement by the client, the client must, in addition to compensation for damages, pay the fee and the costs incurred in relation to the work performed up to that point. Actions by the client on the basis of which the contractor can no longer reasonably be expected to complete the assignment are also considered in this context as an attributable failure.

The compensation referred to in the previous two paragraphs of this article shall at least include the costs arising from the obligations 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 owe upon full completion of the assignment.

Both the contractor and the client have the right to immediately terminate the agreement in whole or in part in the event of bankruptcy or suspension of payment of the other party.

If the assignment is terminated prematurely for any reason, the client is no longer permitted to use the designs made available to them, and any license granted to the client in connection with the assignment will lapse.

If the contractor's activities consist of repeatedly performing similar tasks, the applicable agreement shall, unless otherwise agreed in writing, be valid for an indefinite period. This agreement can only be terminated by written notice, subject to a reasonable notice period of at least three months.

The contractor guarantees that the delivered work has been designed by or on behalf of him/her and that, if the design is subject to copyright, he/she is considered the creator within the meaning of the Copyright Act and can dispose of the work as the copyright holder.

The client indemnifies the contractor or any persons engaged by the contractor for the assignment against all claims from third parties arising from the applications or use of the result of the assignment.

The client indemnifies the contractor against claims relating to intellectual property rights on materials or data provided by the client, which are used in the execution of the assignment.

The contractor cannot be held liable for:

1. errors in the material provided by the client.
2. misunderstandings or mistakes regarding the execution of the agreement if these are caused by actions of the client, such as not providing complete, sound, and clear data/materials on time.
3. errors made by third parties engaged by or on behalf of the client.
4. defects in quotations from suppliers or for exceeding supplier price estimates.
5. errors in the design or the text/data, if the client, in accordance with the provisions of art. 2.5, has given approval, or has been given the opportunity to carry out an inspection and has indicated not to require such an inspection.
6. errors in the design or the text/data, if the client has omitted to create or have created a certain model, prototype, or test, and these errors would have been observable in such a model, prototype, or test.

Except in cases of intent or gross negligence by the contractor or the management of the contractor, the liability of the contractor for damages arising from an agreement or from a wrongful act committed against the client is limited to an amount that is reasonably proportionate to the scope of the assignment, provided that this amount shall not exceed EUR 50,000, or, if the fee associated with the assignment is higher, the amount of that fee.

All liability expires one year after the assignment has been completed.

The client is required, if reasonably possible, to retain copies of materials and data provided by them until the assignment has been completed. If the client fails to do so, the contractor cannot be held liable for any damage that would not have occurred if these copies had existed.

After completion of the assignment, neither the client nor the contractor has any obligation to retain the materials and data used with respect to each other.

The client is not permitted to transfer any rights from an agreement concluded with the contractor to third parties, except in the case of the transfer of their entire business.

The parties are obliged to treat as confidential any facts and circumstances that come to their knowledge in the context of the assignment. Third parties involved in the execution of the assignment shall be bound to the same confidentiality with regard to these facts and circumstances originating from the other party.

The headings in these general terms and conditions are provided solely to enhance readability and do not form part of these terms and conditions.

The agreement between the contractor and the client is governed by Dutch law. The court competent to hear disputes between the contractor and the client is the court in the district where the contractor is established.