Terms and Conditions V.1.3
1 Agreement, quotation and confirmation
1.1 These general terms and conditions apply, with the exclusion of purchasing or other terms and conditions of the client, to the creation, the content and
the fulfillment of all agreements concluded between the client and the contractor.
1.2 Offers are without obligation and are valid for 1 month. Quotations can be changed due to an unforeseen change in the work. Prices are exclusive of VAT and other government levies. The rates and offers mentioned do not automatically apply to future assignments.
1.3 Orders 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 offer 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 If the client wishes to issue the same assignment to others than this contractor at the same time or if the assignment has already been given to another person, he must inform the contractor, stating the names of these others.
1.5 Any additional costs as a result of changes and / or amount of work in the assignment will be borne by the client. The additional costs will be determined on the basis of a subsequent calculation of the actual number of hours spent, the subsequent calculation of which will take place on the basis of an hourly rate that is considered reasonable in the sector, unless agreed otherwise between the parties.
2 The execution of the agreement
2.1 The contractor will endeavor to carry out the assignment carefully and independently, to represent the interests of the client to the best of its ability
and striving 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 The client is obliged to do everything that is reasonably necessary or desirable to enable a timely and correct delivery by the contractor, in particular by the timely delivery of complete, sound and clear data or materials.
2.3 A term specified by the contractor for the completion of the design has an indication-
ve purport, unless the nature or content of the agreement shows otherwise. The client must give the contractor notice of default in writing if the specified term is exceeded.
2.4 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.
2.5 Before production, reproduction or publication takes place, parties must give each other the opportunity to provide the latest models, prototypes
or review and approve design proofs. If the contractor, whether or not on behalf of the client, will give orders or instructions to production companies or other third parties, the client must, at the request of the contractor
to confirm his approval in writing above.
2.6 Complaints must be communicated to the contractor in writing as soon as possible, but in any case within ten working days after completion of the assignment, failing which the client will 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 the realization of the design, will be issued by or on behalf of the client. At the request of the client, the contractor can act as authorized agent, at the expense and risk of the client. Parties can agree on a fee to be agreed upon for this.
3.2 If the contractor draws up a budget for the costs of third parties at the request of the client,
then this budget will only be indicative. If desired, the contractor can request quotes on behalf of the client.
3.3 If, in the performance of the assignment, the contractor purchases goods or services from third parties at his own expense and risk, at the express agreement.
after which these goods or services are passed on to the client, the provisions of the supplier’s general terms and conditions with regard to the quality, quantity, quality and delivery of these goods or services will also apply to the client.
4 Intellectual property rights and proprietary rights
4.1 Unless otherwise agreed, all intellectual property rights arising from the assignment will be vested
property – including patent, design and copyright – to the contractor. Insofar as such a right can only be obtained by a deposit or registration, only the contractor is authorized to do so.
4.2 Unless otherwise agreed, the assignment does not include conducting an investigation into the existence of rights, including patent rights, trademark rights, drawing or design rights, copyrights or portrait rights of third parties. The same applies to any investigation into the possibility of such forms of protection for the client.
4.3 Unless the work does not lend itself to it, the contractor is at all times entitled to have his / her name stated or removed at or near the work and the client is not permitted to use the work without prior permission. to make public or to multiply without mentioning the name of the contractor.
4.4 Unless otherwise agreed, the working drawings, illustrations, prototypes, models, templates, designs, design sketches, films and other materials or (electronic) files created by the contractor remain the property of the contractor, regardless of whether these have been made available to the client or to third parties.
4.5 After 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.
5 Use and License
5.1 When the client fully complies with
his obligations under the contract 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 destination agreed upon with the contract.
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.
5.2 Without the written permission of the contractor, the client is not entitled to use the design more widely or in any other way than agreed. In case of non-agreed broader or other use, including change, mutilation or damage to the provisional or final design, the contractor is entitled to compensation for infringement of his / her rights of at least three times the agreed fee, at least a compensation that is reasonable and fair in proportion to the infringement committed, without prejudice to the contractor’s right to claim for the damage actually suffered.
5.3 The client is no longer allowed to use the results made available and any license issued to the client in the context of the assignment will lapse:
a. from the moment that the client does not (fully) fulfill his (payment) obligations under the agreement or is otherwise in default, unless the shortcoming of the client is of minor importance in light of the entire assignment;
b. if the assignment, for whatever reason, is terminated prematurely, unless the consequences of this are contrary to reasonableness and fairness.
5.4 Subject to the interests of the client, the contractor has the freedom to use the design for its own publicity or promotion.
6 Fee and additional costs
6.1 In addition to the agreed fee, the costs incurred by the contractor for the execution of the assignment are also eligible for compensation.
6.2 If the contractor is forced to carry out more or other work due to the failure to deliver complete, sound and clear data / materials or due to a changed or incorrect assignment or briefing, these work must be honored separately, based on the fee rates customarily applied by the contractor.
6.3 If the fee has been made in any way dependent on facts or circumstances, which must be apparent from the client’s administration, the contractor has the right after a statement from the client.
having the client’s administration audited by an accountant chosen by the contractor. If the outcome of the audit by the accountant deviates by more than 2% or € 100 from the statement and the statement by the client, the costs of
this check on behalf of the client.
7.1 Unless otherwise stated, payments must be made within 14 days of the invoice date. For amounts above € 1100 excl. VAT, it is possible to enter
consultation, to be paid in 2 to 4 installments. 1st installment at the start of the assignment and other installments as of the first month after completion. If no (full) payment has been received by the contractor after the term has expired, the client is in default and owes 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 € 150 excluding VAT.
7.2 The contractor has the right to charge his fee monthly for work performed and costs incurred for the execution of the assignment.
7.3 The client makes the payments owed to the contractor without discount or setoff, except for setoff with deductible advances relating to the agreement, which he has provided to the contractor. The client is not entitled to suspend payment of invoices for work already performed.
8 Termination and dissolution of the agreement
8.1 When the client terminates an agreement, he must, in addition to compensation, pay the fee
and pay the costs incurred in relation to the work performed up to that time.
8.2 If the contract is dissolved 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. Behavior of the client on the basis of which the contractor can no longer reasonably be expected to
in this context, the assignment is also considered to be an attributable shortcoming.
8.3 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 his own name with third parties for the fulfillment of the assignment, as well as at least 30% of the remaining part of the fee that the the client would be due for full fulfillment of the assignment.
8.4 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 (provisional) suspension of payments of the other party. In the event of bankruptcy of the client, the contractor has the right to terminate the granted right of use, unless the consequences of this are contrary to reasonableness and fairness.
8.5 In the event of dissolution by the client due to an attributable shortcoming in the fulfillment of the obligations by the contractor, the services already delivered and the related payment obligation will not be the object of cancellation, unless the client proves that the contractor has regard to those services. is in default. Amounts invoiced by the contractor prior to the dissolution in connection with what he is executing
of the agreement has already been properly performed
or delivered, with due observance of the provisions of the previous sentence, remain due in full and become immediately due and payable at the time of dissolution.
8.6 If the work of the contractor consists of repeatedly performing similar work, then the applicable contract, 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 three months.
9 Warranties and Indemnities
9.1 The contractor guarantees that the delivered goods have been designed by or on behalf of him / her and that, if there is copyright on the design, he / she counts as creator within the meaning of the Copyright Act and as copyright holder of the work.
9.2 The client indemnifies the contractor or persons engaged by the contractor in the assignment against all claims from third parties arising from the applications or the use of the result of the assignment.
9.3 The client indemnifies the contractor against claims regarding intellectual property rights on materials or data provided by the client that are used in the execution of the assignment.
10.1 The contractor is not liable for:
a. errors or shortcomings in the material provided by the client.
b. misunderstandings, errors or shortcomings with regard to the execution of the agreement if this
find their cause or cause in actions of the client, such as the late or non-delivery of complete, sound and clear data / materials.
c. errors or shortcomings of third parties engaged by or on behalf of the client.
d. shortcomings in quotations from suppliers or for exceeding quotations from suppliers.
e. errors or shortcomings in the design or the text / data, if the client, in accordance with the provisions of art. 2.5 has given its approval or has been given the opportunity to carry out an inspection and has not used it.
f. errors or shortcomings 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.
10.2 The contractor is only liable for direct damage attributable to it. Direct damage only means:
a. reasonable costs for determining the cause and the extent of the damage, insofar as the determination relates to damage within the meaning of these conditions;
b. any reasonable costs necessary to ensure that the contractor’s defective performance complies with the agreement;
c. reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to limitation of the direct damage as referred to in these general terms and conditions.
Liability of the contractor for all other than the aforementioned damage, such as indirect damage, including consequential damage, loss of profit, mutilated or lost data or materials, or damage due to business interruption, is excluded.
10.3 Except in case of intent or deliberate recklessness on the part of the contractor or the management of the contractor
– subordinates therefore excluded – is the liability of the contractor for damage
under an agreement or a wrongful act committed against the client limited to the amount of the invoice on the executed part of
the assignment relates, less the
costs incurred by the contractor for the engagement of third parties, on the understanding that this amount will not exceed € 45,000 and is in any case limited to a maximum of the amount that the insurer pays to the contractor, if applicable.
10.4 Any liability will lapse after 6 months from the time the assignment is completed.
10.5 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 this, the contractor cannot be held liable for damage that would not have occurred if these copies had existed.
11 Other provisions
11.1 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.
11.2 The parties are obliged to provide facts and circumstances, in the context of the assignment to the other party
come to your knowledge, to be treated 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 originating from the other party.
11.3 The headings in these general terms and conditions only serve to improve readability and are not part of these conditions.
11.4 Dutch law applies to the agreement between the contractor and the client. The court to hear disputes between the contractor and the client is the competent court in the district where the contractor is established, or the court that has jurisdiction according to the law, at the choice of the contractor.
Version 1.2 of the Tiny Taurus Terms and Conditions. We reserve the right to make changes. It is recommended to read the terms and conditions regularly and to stay informed of changes.