1. Applicability of these terms and conditions

1. These terms and conditions apply to every offer and every agreement between the client and the contractor, to which the contractor has declared these terms and conditions applicable, insofar as these terms and conditions have not been expressly deviated from by the parties.

2. In the event of the nullity or annulment of one of these terms and conditions, a provision that corresponds as closely as possible to the null or annulled provision will replace it.


2. Quotation and confirmation

1. All offers, proposals, and quotations from the contractor are non-binding. Budgets are not an offer in the legal sense and are not binding.

2. The client is obliged to provide the assignment in writing. If the client fails to do so and the contractor confirms the assignment, to which the client does not object within 8 days, then the content of this confirmation shall be deemed the content of the agreement. This also applies if, after a quotation, the execution of the assignment is started without being protested.

3. The applicability of any purchase or other (general) terms and conditions of the client is explicitly rejected, unless the applicability thereof has been explicitly and in writing accepted by the contractor.


3. Execution of the agreement

1. In the event that the contractor has certain activities executed by third parties, the third party is entitled to make minor changes in the execution of the assignment, in connection with what is offered, for example regarding color, scale, choice of materials, and technique used, to visually achieve a cohesive whole.

2. The provision of software, (stock) photography, and letter fonts of third parties by the contractor, in the context of an assignment, takes place in accordance with the licensing agreements of these third parties.


4. Defects and complaint period

1. Even if the client complains in a timely manner about defects in the execution of the assignment, this does not release them from their obligation to fulfill the agreement.


5. Execution period

1. An agreed period for execution is not a strict deadline, unless explicitly agreed otherwise. In the event of exceeding the execution period, the client must therefore always give the contractor written notice of default. In the event of exceeding the reasonable period then set, compensation is only due if this has been agreed in writing.


6. Modification of the agreement

1. If the modification of or supplement to the agreement has financial and/or qualitative consequences, the contractor will inform the client about this in advance. If a fixed fee has been agreed, the contractor will indicate to what extent the modification or supplement to the agreement will result in exceeding this fee.

2. In deviation from paragraph 1, the contractor will not be able to charge additional costs if the modification or supplement is the result of circumstances that can be attributed to the contractor.

3. Without the written consent of the contractor, the client may not make any changes to the designs, unless this would be contrary to reasonableness. If the client desires changes, the contractor must first be given the opportunity to make them. The compensation for this is based on the fee rates applied by the contractor.


7. Intellectual property

1. With respect to both preliminary and final designs of text(s), (design) drawings, models, working and detail drawings, digital files, source code, or databases, as well as with respect to the copies of a product made on the basis thereof, the contractor is entitled to the relevant copyright. The contractor is therefore designation as author within the meaning of the Copyright Act.

2. By giving an assignment for the publication or reproduction of matters protected by the Copyright Act or any other legal regulation in the field of intellectual property, which have been made available by or on behalf of the client themselves, the client declares that no infringement is made on legal regulations and/or on protected rights of third parties and they indemnify the contractor against claims of third parties or for the direct and indirect consequences, both financial and potentially other, arising from the publication or reproduction.

3. The contractor is entitled to sign the work produced on assignment, which may not be removed by the client.


8. Infringement of intellectual property rights

1. All documents and materials provided by the contractor, such as designs, concepts, sketches, drawings, (vector) files, UI/UX designs, source codes, templates, advice, and other digital or physical files, are solely intended to be used by the client within the framework of the agreement and may not be reproduced, published, or brought to the knowledge of third parties outside of this framework without prior consent from the contractor.

2. If the client is guilty of infringing the copyright and/or any other intellectual property right of the contractor, the client will be liable for all damages suffered and to be suffered by the contractor, including lost profits.


9. Fee

1. Deviations in the level of the standard hourly rate are also influenced by an urgent character of the assignment, when the client requires priority, overtime, night, or weekend work.


10. Licence (fee)

1. If the client fully complies with their obligations under the agreement with the contractor, they obtain the exclusive right to use the design with regard to publication and reproduction, if this has been agreed in the assignment. The contractor is not obliged to make working files and source codes, or holders thereof, available.

2. The compensation for the license to reproduce the design is included in the remuneration of the assignment with regard to the first destination and first edition laid down in the agreement.

3. In the event of use other than agreed, a license fee agreement must be concluded again between the contractor and the client.


11. Royalties

1. When it is stipulated that compensation is based on royalties, statements by the client of produced or sold units must be accompanied by a certificate from a chartered accountant.


12. Responsibility and liability

1. If the client wishes to provide the same assignment to multiple designers and/or design agencies at the same time, they must inform all involved designers/design agencies of this. 

2. The client indemnifies the contractor for all consequences occurring in and out of court of the design published by the client.

3. The client is obliged to carefully examine typesetting, printing, or other proofs or prototypes received from the contractor, whether or not at their request, for (including content-related) errors and defects and to return these to the contractor corrected or approved as soon as possible.

4. The contractor is not liable for deviations, errors, or defects that went unnoticed in proofs or prototypes approved or corrected by the client.

5. The contractor receives from the client free of charge 10 to 20 copies of the reproduced design, if the design is physically produced and this is reasonably possible. Of valuable items or from very small editions, the contractor receives an appropriate number.

6. The contractor is not liable for unintended damage, loss, or destruction of items, materials, image or text data in any form, which have been made available to them by the client. If the items or data have a high value, the client is obliged to insure them. If the contractor performs, or has performed, activities on location for the client, the client indemnifies the contractor, also towards third parties for damage of any kind and in the broadest sense, including damage, theft, loss, or destruction of items, except in the event of intent or gross negligence on the part of the contractor.

7. The total liability of the contractor for any compensation of damages, costs, and interest under the agreement with the client is limited to a maximum of 100% of the fee agreed and invoiced for the project in question. Consequent and business damages, which also include lost profits, missed savings, and stagnation damage, are never eligible for compensation.


13. Deviations

1. Deviations between, on the one hand, the work and/or product delivered and, on the other hand, the original design, drawing, copy, or old model, respectively the typesetting, printing, or other proof, cannot be a reason for rejection, discount, dissolution of the agreement, or compensation, if they are of minor significance.

2. When assessing whether deviations in the aggregate of the work should or should not be regarded as minor, a representative sample from the work is taken into consideration, unless it concerns individually determined matters.

3. Deviations that, taking all circumstances into account, in reasonableness have no or a subordinate influence on the utility value of the work, are always deemed to be deviations of minor significance.

4. Over or under deliveries compared to the agreed quantity are permitted if they do not amount to more or less than the following percentages:
- edition up to 20,000 units: 10%
- edition of 20,000 and more units: 5% However, with regard to over or under deliveries of packaging printing work, labels, and continuous forms, a percentage of 10% is always permitted. The greater or lesser quantity delivered will be charged respectively settled.

5. The contractor is permitted to deliver items in parts. This does not apply if a partial delivery has no independent value. If the items are delivered in parts, the contractor is authorized to invoice each part separately.

6. The client must report complaints about the delivered goods in writing to the contractor within 14 days after discovery thereof has taken place or could have taken place, under penalty of forfeiture of rights.

7. Complaints can never concern the artistic value of the execution of what was agreed. This includes, among other things, design that is not to the client's liking.


14. Payment

1. Payment of (partial) invoices must be made within 14 days of the invoice date. For assignments concerning placement in printed media, payment must be made within 8 days of the (partial) invoice date.

2. The contractor is entitled to send partial invoices to the client for work already performed and costs already incurred. Moreover, the contractor may require an advance payment on production costs to be incurred.

3. Unless otherwise agreed, the agreed price will be invoiced in fixed installments. This is done in 3 installments, of which 40% of the total agreed budget including out-of-pocket expenses is invoiced at the start of the project, 30% of the total agreed budget including out-of-pocket expenses is invoiced after presentation of the first proposal, and 30% of the total agreed budget including out-of-pocket expenses is invoiced after completion of the project.

4. From the moment the payment term expires, the client owes interest of 1% per month on the payable amount or per part of a month that the claim is outstanding. In the event of liquidation, bankruptcy, or suspension of payment of the client, the client's obligations will be immediately due and payable.

5. Payments made by the client always serve in the first place to satisfy all interest and costs due, and in the second place the payable invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice.

6. The contractor has at all times the right to require the client, at the first request of the contractor, to provide immediately, but in any case within three days after making that request known, sufficient security for the payment of the assignment. Sufficient security consists of an approved bank guarantee or advance payment. In the event of non-compliance with this obligation, the contractor has the right to terminate the assignment.

7. The contractor is entitled to suspend the performance of her obligations if one or more invoices remain unpaid after the payment term has expired.

8. The client is never entitled to offset claims on the contractor against outstanding invoices of the contractor, without written permission from the contractor.


15. Risk

1. Goods are delivered ex address of the contractor and are therefore shipped at the risk of the client. They must be insured by the client.


16. Retention of title

1. All goods delivered by the contractor remain the property of the contractor until the client has fulfilled all obligations arising from agreements concluded with the contractor. 

2. If the client does not fulfill their obligations, or there is a grounded fear that they will not do so, the contractor is entitled to retrieve delivered goods, on which the retention of title rests, from the client, or from third parties who hold these goods for the client.


17. Collection costs

1. If the client is in default of complying with one or more of their obligations, or if the payment term of an invoice has expired, all reasonable costs for obtaining satisfaction out of court are to be borne by the client. The extrajudicial collection costs are set at 15% of the outstanding principal amount, with a minimum of € 250.-.

2. If the contractor proves that they have incurred higher costs, which were reasonably necessary, these are also eligible for compensation.


18. Force majeure

1. Force majeure is understood to mean the circumstances that prevent the fulfillment of the obligation, and which cannot be attributed to the contractor. This will (if and insofar as these circumstances make fulfillment impossible or unreasonably difficult) also include: strikes in companies other than those of the contractor; a general lack of required raw materials and other items or services needed to achieve the agreed performance: unforeseen stagnation at suppliers or other third parties on whom the contractor depends and general transport problems.

2. During force majeure, the delivery and other obligations of the contractor are suspended. If the period in which fulfillment of the obligations by the contractor is not possible due to force majeure lasts longer than one month, both parties are authorized to dissolve the agreement, without there being an obligation to pay compensation in that case.

3. If, upon the occurrence of the force majeure, the contractor can already partially fulfill or has fulfilled their obligations, they are entitled to invoice the already delivered or deliverable part separately, and the client is obliged to settle this invoice as if it concerned a separate contract.


19. Applicable law and competent court

1. All agreements concluded under these terms and conditions and agreements which are a result thereof, are exclusively governed by Dutch law. All disputes arising from agreements concluded under these terms and conditions and agreements which are a result thereof, can exclusively be brought before the competent court in the district where the contractor is established.