Terms and Conditions

ARTICLE 1.
Gen­eral:
1.1 Client : In these Gen­eral Terms and Con­di­tions is meant by client: those who assign work to ‘A guy called Billy’, and/or request ‘A guy called Billy’ to make an offer and/or cre­ate a design. By con­trac­tor is meant: ‘A guy called Billy’
1.2 Applic­a­bil­ity of Gen­eral Terms and Con­di­tions : These Gen­eral Terms and Con­di­tions shall apply to the mak­ing, the con­tent and the per­for­mance of all agree­ments between the client and the con­trac­tor. If par­ties wish to devi­ate from any term of these con­di­tions, such needs to be estab­lished in writ­ing.
1.3 Alter­ation and loca­tion of the con­di­tions : These Gen­eral Terms and Con­di­tions are deposited at of The Cham­ber of Com­merce office in Ams­ter­dam in the Nether­lands under the ref­er­ence num­ber of 171.21.950 At all time the most recently deposited ver­sion and/or the ver­sion which applied at the time of the estab­lish­ment of the agree­ment is applic­a­ble.

ARTICLE 2.
Agree­ment, offer and con­fir­ma­tion:
2.1 Offers : The offers made by the con­trac­tor shall be valid for 30 days, unless indi­cated dif­fer­ently. Prices quoted may be sub­ject to change owing to unfore­seen changes in the work.
2.2 Writ­ten con­fir­ma­tion : The con­trac­tor is only bound to the offers if its accep­tance by the other party is con­firmed in writ­ing within 30 days. If the client fails to do so, yet does assent to the con­trac­tor com­menc­ing the work com­mis­sioned, the terms of the offer shall be deemed to have been agreed. Any sub­se­quent oral agree­ments and stip­u­la­tions shall not be bind­ing on the con­trac­tor until after they have been con­firmed by him in writ­ing. Writ­ten con­fir­ma­tion per e-mail is only legally valid if de receipt of the email in ques­tion is con­firmed by the con­trac­tor.
2.3 Alter­ation of offer : Alter­ations of offers made only bind the client, if these are con­firmed in writ­ing by con­trac­tor.
2.4 On-charging of unfore­seen costs : The given price is based on the cost price en other cost fac­tors. If one of these un-anticipated cost price ele­ments is raised after the offer, but before the deliv­ery, the con­trac­tor has the right to, in fair­ness, pass these rises on.
2.5 Sales tax : All prices are given with­out sales tax, unless stated oth­er­wise.
2.6 Sev­eral con­trac­tors : If the client wishes to com­mis­sion a par­tic­u­lar work from the con­trac­tor and other per­sons or bod­ies con­cur­rently, he shall so inform the con­trac­tor and state the names of those other per­sons or bod­ies. If the client has pre­vi­ously com­mis­sioned an iden­ti­cal work from another per­son or body he shall so inform the con­trac­tor, stat­ing the name of that other per­son or body.

ARTICLE 3.
Per­for­mance of the agree­ment:
3.1 Exe­cu­tion of work com­mis­sioned : The con­trac­tor shall make every effort to carry out the work com­mis­sioned care­fully and inde­pen­dently, to pro­mote the clients inter­ests to the best of his abil­ity and to achieve an opti­mal result. The con­trac­tor shall keep the client advised of the progress of the work as much as pos­si­ble.
3.2 Work by a third party : If and inso­far a proper exe­cu­tion of the agree­ment asks for this; the con­trac­tor has the right to have cer­tain work done by a third party.
3.3 Sup­ply of data : The client is con­cerned with the timely sup­ply of all data which the con­tac­tor indi­cates nec­es­sary or which the client is sup­posed to under­stand as nec­es­sary for the exe­cu­tion of the agree­ment, to the con­trac­tor. If the data nec­es­sary for the exe­cu­tionof the agree­ment are not sup­plied to the con­trac­tor in time; the con­trac­tor has the right to post­pone the exe­cu­tion of the agree­ment and/or charge the extra costs which arise from the delay to the client accord­ing to the stan­dard rates.
3.4 Requests for other sup­pli­ers’ quo­ta­tions : If at the client’s request the con­trac­tor pro­vides an esti­mate of costs of third par­ties such esti­mate shall be an approx­i­ma­tion only. The con­trac­tor accepts no lia­bil­ity for any dif­fer­ence in price in offers made by third par­ties.
3.5 Approval of interim results : If it is agreed that the agree­ment will be exe­cuted in phases the con­trac­tor may decide to post­pone the exe­cu­tion of those parts which belong to a next phase until the client has approved the results of the pre­ced­ing phase in writ­ing.
3.6 Pub­li­ca­tion and repro­duc­tion : Prior to pro­duc­tion, repro­duc­tion or pub­li­ca­tion each party shall give the other the oppor­tu­nity to check and approve the final draft, pro­to­type or gal­ley proofs of the design. By request of the con­trac­tor the client must con­firm his approval in writ­ing.
3.7 Term of deliv­ery : Any term stated by the con­trac­tor for com­plet­ing the design shall be an approx­i­ma­tion, unless the nature or pro­vi­sions of the agree­ment show oth­er­wise. Even a spe­cific term for com­ple­tion of the design has been stated, the con­trac­tor shall not be in default unless and until by let­ter sent by recorded deliv­ery the client has given him notice of default and the con­trac­tor has failed to rem­edy his default within the rea­son­able term for spe­cific per­for­mances set in that notice of default. If par­ties agree that the agree­ment is altered or sup­ple­mented; the time of com­ple­tion of the exe­cu­tion can be affected by this. The client should notify the con­trac­tor of this as soon as pos­si­ble.
3.8 Tests, licences and statu­tory require­ments : The work which the con­trac­tor is com­mis­sioned to do shall not include run­ning tests, apply­ing for licences and assess­ing whether the client’s instruc­tions meet applic­a­ble statu­tory or qual­ity require­ments.
3.9 Com­plaints : Com­plaints about the work com­mis­sioned need to be reported in writ­ing to the con­trac­tor by the client within 6 work­ing days after dis­cov­ery, yet no later than within 10 work­ing days after com­ple­tion of the work com­mis­sioned.
3.10 Postage costs : If the con­trac­tor sends (parts of) the prod­uct to the client in some way or other, this also includes –but is not lim­ited to– send­ing by mail, courier or by elec­tronic mail, this send­ing takes place at the account and risk of the client.
3.11 Alter­ation of the com­mis­sion : If a client wants alter­ation made in the exe­cu­tion of the work com­mis­sioned, the con­trac­tor is only obliged exe­cu­tion of this, if this is still rea­son­ably pos­si­ble. In that case the client is obliged to the con­trac­tor to com­pen­sate for cost already made, even if these are need­lessly made for the client’s def­i­nite exe­cu­tion.

ARTICLE 4.
Intel­lec­tual and other prop­erty rights:
4.1 Copy­right and indus­trial prop­erty : Unless agreed oth­er­wise in writ­ing, all intel­lec­tual and indus­trial prop­erty rights aris­ing from the work com­mis­sioned – includ­ing copy­right, design rights and patent rights – shall vest in the con­trac­tor. If any of such rights as fore­said can be acquired only by reg­is­tra­tion, the con­trac­tor shall have the sole and exclu­sive power to effec­tu­ate such reg­is­tra­tion.
4.2 Search for the exis­tence of rights : Unless explic­itly agreed on in writ­ing, the work com­mis­sioned shall not include con­duct­ing searches for the exis­tence of patent rights, trade­mark rights, draw­ing or design pro­tec­tion 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.
4.3 Exist­ing copy­right mate­r­ial : If com­mis­sions for adap­ta­tion or pro­cess­ing of sound and/or pic­ture media con­tain exist­ing copy­right mate­r­ial; lia­bil­ity rests with the client.
4.4 Copy­right mate­r­ial pay­ments : The client is respon­si­ble for all pay­ments to BUMA/Stemra, Beel­drecht, NVPI, Ned­er­landse Toonkun­sten­bond and/or all other copy­right agen­cies and author­i­ties and/ or all for­eign equiv­a­lents as a result of pub­li­ca­tion and/or mul­ti­ply­ing of the video pro­duc­tion or any part of which under the terms of the pro­duc­tion agree­ment.
4.5 Ref­er­ence to contractor’s name : Unless the work is not suit­able for that pur­pose, the con­trac­tor shall at all times be enti­tled to imprint his name on or in or to remove it from the work (or to have his name imprinted on or in or removed from the work). With­out the contractor’s prior autho­riza­tion the client shall not be per­mit­ted to pub­lish or repro­duce the work with­out iden­ti­fy­ing the con­trac­tor by name.
4.6 Prop­erty vested in con­trac­tor : All work­ing draw­ings, illus­tra­tions, pro­to­types, scale mod­els, tem­plates, drafts, design sketches, films and other mate­ri­als or (elec­tronic) data files made by the con­trac­tor in the course of exe­cut­ing the design shall remain the prop­erty of the con­trac­tor, irre­spec­tive of whether the same have been released to the client or to third par­ties.

ARTICLE 5.
Use and licence:
5.1 Use : When and pro­vided that the client ful­fills all his oblig­a­tions under the agree­ment with the con­trac­tor he shall acquire an exclu­sive licence to use the design solely for pur­poses of pub­li­ca­tion and repro­duc­tion as such pur­poses were agreed when the work was com­mis­sioned. If no spe­cific pur­poses as afore­said have been agreed the licence shall be lim­ited to that man­ner of use of the design on which firm inten­tions existed on the date when the work was com­mis­sioned. Such inten­tions must have been ver­i­fi­ably stated to the con­trac­tor prior to the mak­ing of the agree­ment.
5.2 Broader use : With­out the approval of the con­trac­tor pre­vi­ously obtained in writ­ing the client shall not be enti­tled to reuse or to any broader use of the design than as agreed. For each time the design is used for which no per­mis­sion is given, the con­trac­tor, though with­out los­ing any of his rights, is enti­tled to a pay­ment of at least trice the usual pay­ment for such use, with a min­i­mum of € 125,-.
5.3 Alter­ations : With­out the approval of the con­trac­tor pre­vi­ously obtained in writ­ing the client shall not be per­mit­ted to make (or have or allow oth­ers to make) any alter­ations in the pro­vi­sional or final design.
5.4 Own pro­mo­tion : The con­trac­tor shall be at lib­erty to use the design for his own pub­lic­ity or pro­mo­tion.

ARTICLE 6.
Fee:
6.1 Fee and addi­tional costs : In addi­tion to pay­ment of the agreed fee, the con­trac­tor shall also be enti­tled to be reim­bursed for the costs incurred by him in the exe­cu­tion of the work com­mis­sioned.
6.2 Fee for addi­tional work : If as a result of com­plete, sound and clear data and/or mate­ri­als not hav­ing been sup­plied on time or not hav­ing been sup­plied at all, or as a result of altered or incor­rect instruc­tions or brief­ing, the con­trac­tor is required to do more or other work, pay­ment for such addi­tional work shall be charged sep­a­rately on the basis of the scale of fees cus­tom­ar­ily applied by the con­trac­tor.

ARTICLE 7.
Pay­ment:
7.1 Oblig­a­tion of pay­ment : Pay­ments are to be made within 30 days of the date of invoice. If upon the expiry of this term the con­trac­tor has not received pay­ment (in full), the client shall be in default and shall be charged inter­est at the statu­tory rate. All costs incurred by the con­trac­tor in con­nec­tion with over­due pay­ments, such as costs of lit­i­ga­tion and judi­cial and extra judi­cial costs, includ­ing the cost of legal assis­tance, bailiffs and debt col­lec­tion agen­cies, shall be for the clients account. The extra judi­cial costs shall be not less than 10% of the invoice amount, with a min­i­mum of € 100,-.
7.2 Peri­odic Pay­ments : The con­trac­tor shall have the right to bill the client at monthly inter­vals for labour per­formed and costs incurred in the course of exe­cut­ing the work com­mis­sioned.
7.3 No reduc­tion or set-off : The pay­ments due to the con­trac­tor shall be made by the client with­out any reduc­tion or set-off, save for set­tle­ment against adjustable advance pay­ments relat­ing to the agree­ment which the client may have made to the con­trac­tor.
7.4 Ces­sa­tion of licence : In the event that the client fails to hon­our his debts (in full) or is oth­er­wise in default of ful­fill­ing his oblig­a­tions under the agree­ment, then as from the moment of such default the client shall be no longer be per­mit­ted to use the design sup­plied to him and each or any licence given to the client under the agree­ment shall cease to oper­ate.
7.5 Claims in case bank­ruptcy : In case of liq­ui­da­tion, bank­ruptcy or sus­pen­sion of pay­ment of the client the contractor’s claims and the client’s lia­bil­i­ties towards the con­trac­tor will be imme­di­ately claimable.
7.6 Tenor of pay­ments made : Pay­ments made by the client always serve to set­tle all inter­est and costs owed first and due invoices which are left unpaid the longest sec­ond, even if the client states that the pay­ment refers to a later invoice.

ARTICLE 8.
Can­cel­la­tion and ter­mi­na­tion of agree­ment:
8.1 Can­cel­la­tion of agree­ment by client : If the client can­cels the agree­ment he shall be required to pay, in addi­tion to com­pen­sa­tion, the contractor’s fee and the costs incurred in con­nec­tion with the work car­ried out until the date of can­cel­la­tion.
8.2 Ter­mi­na­tion of agree­ment by con­trac­tor : If the agree­ment is ter­mi­nated by the con­trac­tor by rea­son of the client’s cul­pa­ble fail­ure to per­form the agree­ment, the client shall be required to pay, in addi­tion to com­pen­sa­tion, the contractor’s fee and the costs incurred in con­nec­tion with the work car­ried out until the date of ter­mi­na­tion. In this con­text any con­duct by the client on the ground of which the con­trac­tor can­not rea­son­ably be required to com­plete the work com­mis­sioned shall also be con­sid­ered a cul­pa­ble fail­ure to per­form the agree­ment.
8.3 Com­pen­sa­tion : The com­pen­sa­tion referred to in the pro­ceed­ing two para­graphs of this arti­cle shall com­prise at least the costs aris­ing from oblig­a­tions which the con­trac­tor has in his own name con­tracted with third par­ties for the pur­pose of exe­cut­ing the work com­mis­sioned, as well as 25% of the bal­ance of the fee which the client would owe to the con­trac­tor if the work com­mis­sioned were fully com­pleted.
8.4 Insol­vency : The con­trac­tor as well as the client shall have the right to ter­mi­nate the agree­ment, in whole or in part, with imme­di­ate effect in the event that the other party is adjudged bank­rupt or, if a body cor­po­rate, goes in com­pul­sory liq­ui­da­tion, or by court order is granted sus­pen­sion of pay­ments.
8.5 Use of designs after pre­ma­ture ter­mi­na­tion : If for any rea­son what­so­ever the agree­ment is ter­mi­nated pre­ma­turely the client shall not be per­mit­ted to use (or con­tinue to use) the designs sup­plied to him and each or any licence given to the client under the agree­ment shall cease to oper­ate.
8.6 Con­tin­u­ing con­tracts : If the contractor’s work con­sists of recur­rently per­form­ing work of a sim­i­lar nature, then unless oth­er­wise agreed in writ­ing the agree­ment con­cerned shall be for an indef­i­nite period of time. Such an agree­ment may be ter­mi­nated only by writ­ten notice given with due obser­vance of a rea­son­able term of notice of not less than three months.
8.7 Revok­ing of the offer : As far as the client has excepted offers com­pletely and uncon­di­tion­ally, the con­trac­tor can revoke these within a period of 2 days after res­ig­na­tion.
8.8 Com­mis­sion by a third party : Nor the con­trac­tor or the client are autho­rized to trans­fer their rights or duties result­ing from the agree­ments made to a third party with­out the pre­ced­ing writ­ten con­sent of the other.

ARTICLE 9.
War­ranties and indem­nity:
9.1 Copy­right owner : The con­trac­tor war­rants that the design sup­plied to the client has been made by him or on his behalf and that if the design is pro­tected by copy­right the con­trac­tor is the author there of in the terms of the copy­right infringe­ment and as copy­right owner has the power of dis­po­si­tion of the work.
9.2 Indem­nity for claims relat­ing to use of design The client shall indem­nify the con­trac­tor or per­sons employed by the con­trac­tor in the exe­cu­tion of the work com­mis­sioned against any claim or action by third par­ties aris­ing from the appli­ca­tion or use of the design cre­ated by the con­trac­tor or per­sons as afore­said.
9.3 Mate­ri­als and infor­ma­tion sup­plied by the client The client shall indem­nify the con­trac­tor against any claim or action relat­ing to intel­lec­tual prop­erty rights in mate­ri­als or infor­ma­tion sup­plied and/or indi­cated by the client and used in the exe­cu­tion of the work com­mis­sioned.

ARTICLE 10.
Lia­bil­ity:
10.1 Lia­bil­ity : The con­trac­tor can­not be held liable for: a. faults in mate­ri­als which the client has sup­plied. b. mis­un­der­stand­ings or errors in respect of the per­for­mance of the agree­ment if the cause of such mis­un­der­stand­ings or errors lies in acts or omis­sions of the client, such as in a case where com­plete, sound and clear infor­ma­tion and/or mate­ri­als have not been sup­plied on time or not at all. c. errors by third par­ties employed by or on behalf of the client. d. faults in offers made by sup­pli­ers, or prices quoted by sup­pli­ers being exceeded. e. faults in the design or errors in the text/data if in accor­dance with the pro­vi­sions of arti­cle 3.6 the client has given his approval or has had the oppor­tu­nity to carry out a check and has declined to make such check. f. faults or prob­lems that arose after the deliv­ery and through use or main­te­nance of the prod­uct by any­one except for the con­trac­tor. g. detri­ment owing to loss of profit, work stag­na­tion, loss of busi­ness and or other data (files) or any other loss of prof­its or finan­cial loss, pos­si­bly con­nected with the use of what is pro­vided by the con­trac­tor.
10.2 Lim­ited lia­bil­ity : If the con­trac­tor is liable, than that lia­bil­ity is lim­ited as fol­lows: a. the contractor’s lia­bil­ity, as far as this is cov­ered by the lia­bil­ity insur­ance, is lim­ited to the amount of the pay­ment made by the insurer. b. if the insurer does in some cases not pro­ceed to pay­ment or the detri­ment is not being cov­ered by the insur­ance, the contractor’s lia­bil­ity is lim­ited to twice the commission’s invoice value, at least that part of the com­mis­sion which the lia­bil­ity refers to. c. con­traryto what is defined above in part 1 of this arti­cle, the lia­bil­ity is sub­se­quently lim­ited to the part of the fee owed over the period of the last six months if the term of the com­mis­sion is longer than six months. d. the lim­i­ta­tions of the lia­bil­ity recorded in these con­di­tions do not apply if the detri­ment can be attrib­uted to inten­tion or fla­grant fault made by the con­trac­tor or his sub­or­di­nates. e. the con­trac­tor is never liable for con­se­quen­tial loss.
10.3 Ces­sa­tion of lia­bil­ity : Any and all lia­bil­ity shall cease upon the expiry of twelve months from the date of com­ple­tion of the work com­mis­sioned.
10.4 Copies of mate­ri­als : Where rea­son­ably pos­si­ble the client shall be required to retain copies of mate­ri­als and data he has sup­plied until the work com­mis­sioned has been com­pleted. If the client fails to do so the con­trac­tor can­not be held liable for any dam­age or loss which would not have occurred if such copies had existed.
10.5 No oblig­a­tion to retain mate­ri­als and data : Unless oth­er­wise agreed the client and the con­trac­tor shall have no oblig­a­tion to each other to retain any of the mate­ri­als, data used and results.
10.6 War­ranty : The con­trac­tor does not lend fur­ther war­ranty, direct or indi­rect, with regard to his ser­vices and/or goods.
10.7 Claims of a third party : The client shall safe­guard the con­trac­tor against all pos­si­ble claims by a third party with regard to the ser­vices and/or (parts of) prod­ucts and results pro­vided by the con­trac­tor to the client.

ARTICLE 11.
Alter­ation of the con­di­tions:
11.1 Alter­ing and sup­ple­ment­ing : The con­trac­tor keeps the right to alter or sup­ple­ment these Gen­eral Terms and Con­di­tions.
11.2 Agree­ments already made Alter­ations do not apply to agree­ments already made.

ARTICLE 12.
Other terms:
12.1 Trans­fer of agree­ment to third par­ties : The client shall not be per­mit­ted to trans­fer or assign to third par­ties any of the rights under an agree­ment made with the con­trac­tor, save in the event and as part of a trans­fer of the whole of the client’s busi­ness
12.2 Con­fi­den­tial­ity : Both par­ties shall be required to treat as strictly con­fi­den­tial all facts and cir­cum­stances related to the other party of which they gain knowl­edge within the con­text of the work com­mis­sioned. The same duty of con­fi­den­tial­ity in respect of such facts and cir­cum­stances shall be imposed on third par­ties who may be employed in the exe­cu­tion of the work com­mis­sioned.
12.3 Head­ings : The head­ings in these Gen­eral Terms and Con­di­tions serve for ori­en­ta­tion pur­poses only and do not con­sti­tute part of these Terms and Con­di­tions.
12.4 Dutch law : The agree­ment between the con­trac­tor and the client shall be gov­erned by the law of the Nether­lands. The court which has the power to hear and decide on any dis­pute between the con­trac­tor and the client shall be the court hav­ing juris­dic­tion in the dis­trict where the con­trac­tor has his office.