K.V.K. Breda: 20132755
BTW ID.: NL001848683B45
ING: NL76 INGB 0005 1135 59
Terms and Conditions
Article 1 - General
- These terms and conditions apply to every quotation and agreement between Render Factory - Animation & Video Productions, hereinafter referred to as: "Contractor", and the Client to which the Contractor has declared these terms and conditions applicable, to the extent that these terms and conditions * has not been deviated explicitly and in writing by the parties.
- * The present terms and conditions also apply to actions by third parties engaged by the Contractor in the context of the / an assignment.
- If one or more provisions in these general terms and conditions are at any time wholly or partially invalid or should be destroyed (by means of a change in quotation or otherwise), then the other provisions in these general terms and conditions remain fully applicable. The Contractor and the Client will then enter into consultation in order to agree new provisions to replace the void or voided provisions, whereby the purpose and purport of the original provisions will be taken into account as much as possible and recorded in writing.
Article 2 - Quotations
- All quotations and offers from the Contractor are free of obligation, unless a period for acceptance is stated in the quotation. If no acceptance period has been set, the offer always expires after 30 days from the date of the offer.
- The prices stated in a quotation or offer are exclusive of VAT, including the first correction phase if indicated in the quotation, any additional costs (additional work) to be incurred in the context of the agreement, including correction costs after the first correction phase, for example in the case of 3D productions, travel and subsistence costs, unless stated otherwise. For corporate film and video productions, this correction phase only applies to editing (editing), not on a new recording day.
- If the acceptance (whether or not on minor points) deviates from the offer included in the offer or the offer, then the Contractor is not bound by this. The agreement will then not be concluded in accordance with this deviating acceptance, unless the Contractor indicates otherwise.
Article 3 - Contract duration, execution times, risk transfer, execution and modification agreement, price increase
- The agreement between the Contractor and the Client is entered into for a definite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
- If a period has been agreed or specified for the execution of certain activities or for the delivery of certain goods, then this is never a strict deadline. If a term is exceeded, the Client must therefore give the Contractor written notice of default. The contractor must be offered a reasonable period of time to still implement the agreement, for example in the case of written corrections or additional work.
- The contractor will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
- The contractor has the right to have certain work done by third parties.
- If work is carried out by the Contractor or third parties engaged by the Contractor within the framework of the assignment at the location of the Client or at a location designated by the Client, the Client will provide free of charge the facilities reasonably required by those employees for the implementation of the order.
- The contractor is entitled to execute the agreement in different phases and to invoice the executed part separately as agreed in writing.
- If the agreement is executed in phases, the Contractor may suspend the implementation of those parts that belong to a subsequent phase until the Client has approved the results of the preceding phase in writing and the invoices of the different phases have been paid by the Client.
- The Client will ensure that all data or facilities / cleaning activities, which the Contractor indicates to be necessary or which the Client should reasonably understand to be necessary for the performance of the agreement, are provided to the Contractor in good time or are arranged. If the data / facilities / cleaning activities required for the performance of the agreement are not provided to the Contractor in time, the Contractor has the right to suspend the performance of the agreement and / or to charge the additional costs resulting from the delay to the then usual rates at the To charge the client. The execution period does not start until after the Client has made the data or facilities available to the Contractor. The Contractor is not liable for damage of whatever nature caused by the fact that the Contractor assumed incorrect and / or incomplete information provided by the Client in these facilities.
- If during the execution of the agreement it appears that for a proper execution thereof it is necessary to change or supplement it, then the parties will proceed to adjust the agreement in a timely manner and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, of the competent authorities, etc., is changed and the agreement is thereby amended in qualitative and / or quantitative terms, this may have consequences for what was originally agreed. As a result, the originally agreed amount can also be increased (additional work) or reduced. The Contractor will provide a quotation thereof in advance as much as possible. Furthermore, the originally specified term of implementation can be changed by changing the agreement. The Client accepts the possibility of altering the agreement, including the change in price and execution time.
- If the agreement is amended, including an addition, the Contractor is entitled to implement it only after approval has been given by the person authorized within the Contractor and the Client has agreed to the price and other conditions specified for the performance, including understood the time to be determined at which time it will be implemented. Failure or immediate implementation of the amended agreement does not constitute a breach of contract on the part of the Contractor and is no reason for the Client to cancel or cancel the contract.
- Without failing to do so, the Contractor may refuse a request to amend the agreement if this could have a qualitative and / or quantitative consequence, for example for the work to be performed or the goods to be delivered in that context.
- If the Client should be in default in the proper performance of that which he is obliged to the Contractor, the Client is liable for all damage caused by the Contractor directly or indirectly as a result.
- If the Contractor agrees a fixed fee or price with the Client, the Contractor is nevertheless entitled to increase this fee or price at any time without the Client being entitled in that case to terminate the agreement for that reason, if the increase of the price arises from a power or obligation under the laws or regulations or is caused by an increase in the price of material / any rental of equipment etc. or on other grounds that were not reasonably foreseeable when entering into the agreement.
Article 4 - Suspension, dissolution and early termination of the agreement
- The Contractor is authorized to suspend compliance with the obligations or to dissolve the agreement if the Client does not, not fully or not timely, fulfill the obligations arising from the agreement after the conclusion of the agreement.
- If the Client does not fulfill its obligations, the Client will be requested at the conclusion of the agreement to provide security for the fulfillment of its obligations under the agreement and if this security is not provided or is insufficient or if due to the delay on the part of the The Client can no longer be required from the Contractor to fulfill the agreement under the originally agreed conditions.
- The Contractor is furthermore entitled to terminate the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if circumstances otherwise arise that are of such a nature that the Contractor cannot reasonably be expected to maintain the agreement unchanged.
- If the agreement is dissolved, the claims of the Contractor against the Client are immediately due and payable. If the Contractor suspends the fulfillment of the obligations, it retains its rights under the law and the agreement.
- If the Contractor proceeds to suspension or dissolution, it is in no way obliged to compensate damage and costs arising in any way.
- If the termination is attributable to the Client, the Contractor is entitled to compensation for the damage, including the costs, arising directly and indirectly as a result.
- If the Client fails to fulfill his obligations arising from the agreement and this non-compliance justifies dissolution, the Contractor is entitled to dissolve the agreement immediately and with immediate effect without any obligation on his part to pay any compensation or compensation, while the Client, pursuant to in the event of non-performance, compensation or compensation is mandatory.
- If the contract is terminated prematurely by the Contractor, the Contractor will arrange for the transfer of work still to be performed to third parties in consultation with the Client. This unless the cancellation is attributable to the Client. If the transfer of the work entails additional costs for the Contractor, these will be charged to the Client. The Client is obliged to pay these costs within the specified period, unless the Contractor indicates otherwise.
- In the event of liquidation, (application for) suspension of payment or bankruptcy, of seizure - if and insofar as the seizure has not been lifted within three months - at the expense of the Client, of debt rescheduling or any other circumstance whereby the Client is no longer free has its assets available, the Contractor is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or compensation.
- The claims of the Contractor against the Client are immediately due and payable in that case.
- If the Client cancels an order in whole or in part, then the work that was carried out and the goods ordered or prepared for it, plus any delivery costs thereof and the working time reserved for the implementation of the agreement, will be charged in full to the Client. brought.
Article 5 - Force majeure
- The Contractor is not obliged to fulfill any obligation towards the Client if he is prevented from doing so as a result of a circumstance that is not due to fault, and is not for his account by law, legal act or generally accepted views.
- In these general terms and conditions, force majeure is understood to mean, in addition to what is understood by law and jurisprudence, all of external causes (unexpected failure of third parties, technical defects, fire, strike, natural disasters) foreseen or unforeseen, over which Contractor cannot influence but which the Contractor is unable to meet its obligations. Even if these difficulties arise with third parties that are involved by the Contractor in the execution of the agreement, or are a consequence of the measures taken by third parties.
- The Contractor also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after the Contractor should have fulfilled its obligation.
- During the period that the force majeure continues, the Contractor may suspend the obligations arising from the agreement or dissolve it by means of a written statement.
- Insofar as the Contractor has at the time of the occurrence of force majeure partially fulfilled its obligations under the agreement or will be able to fulfill it, and the part fulfilled or to be fulfilled will have independent value, the Contractor is entitled to the part already fulfilled or to be fulfilled to be invoiced separately. The Client is obliged to pay this invoice as if it were a separate agreement.
Article 6 - Payment and collection costs
- Payment must always be made within 30 days after the invoice date, in a manner to be indicated by the Contractor in the currency in which the invoice is made, unless otherwise indicated in writing by the Contractor.
- Contractor is entitled to periodically invoice after each phase of the assignment as included in the quotation that has been approved by Contractor and Client and agreed in writing.
- If the Client fails to pay an invoice on time, the Client is legally in default. The Client will then owe the statutory interest. The interest on the claimable amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount due.
- The Contractor has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest. The Contractor may, without being in default as a result, refuse an offer for payment if the Client designates a different order for the allocation of the payment. The contractor may refuse full repayment of the principal sum if the vacant and current interest and collection costs are not thereby also paid.
- The Client is never entitled to set off what it owes the Contractor. Objections to the amount of an invoice do not suspend the payment obligation. The Client who does not appeal to section 6.5.3 (articles 231 up to and including 247 book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
- If the Client is in default or in default in the (timely) fulfillment of its obligations, then all reasonable costs for obtaining satisfaction out of court will be borne by the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to the Voorwerk II Report. However, if the Contractor has incurred higher collection costs that were reasonably necessary, the costs actually incurred will be eligible for reimbursement. Any legal and execution costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs.
Article 7 - Retention of title
- The goods supplied by the Contractor under the Contract remain the property of the Contractor until the Client has properly fulfilled all obligations arising from the contract (s) concluded with the Contractor and / or mutually agreed otherwise.
- The copyright of productions made remains in the possession of the Contractor, unless otherwise agreed in the agreement.
- The items supplied by the Contractor that fall under the retention of title pursuant to paragraph 1. (AVG legislation) may not be published online with the exception of free productions. The Client is not authorized to publish the subject of retention of title online or via social media.
- The Client must always do everything that can reasonably be expected of him to safeguard the property rights of the Contractor.
- If third parties seize or publish the created content on the property delivered under retention of title or wish to establish or enforce rights thereon, then the Client is obliged to inform the Contractor immediately, unless otherwise agreed in the agreement.
Article 8 - TERMS AND CONDITIONS | TITLE8 | DELIVERY not found
- The goods to be supplied by the Contractor meet the usual requirements and standards that can reasonably be imposed on them at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee referred to in this article applies to items that are intended for use within the Netherlands. For use outside the Netherlands, the Client must verify for itself whether the use thereof is suitable for use there and meet the conditions set for this.
- The Client is obliged to investigate the goods supplied or have them examined, immediately as soon as the goods are made available to him or the relevant activities have been carried out. In addition, the Client should investigate whether the quality and / or quantity of the delivery corresponds to what has been agreed in writing and meets the requirements that the parties have agreed in this regard. Any visible defects must be reported to the Contractor verbally and / or in writing within 30 days after delivery. Any non-visible defects must be reported verbally and / or in writing to the Contractor immediately, but in any case no later than 30 days after discovery thereof. The report must contain a description of the defect that is as detailed as possible, so that the Contractor is able to respond adequately. The Client must give the Contractor the opportunity to investigate a request for correction.
- The above only applies if the Client tests this supplied production / content on the correct platform / software, software version or suitable hardware requirements that are suitable for this or higher.
- If the Client complains in time, this does not suspend its payment obligation. In that case, the Client also remains obliged to purchase and pay for the services that have otherwise been purchased and what he has ordered the Contractor to do.
- If a defect is reported later, the Client will no longer be entitled to corrections.
- If it is established that a delivered production and / or created content is defective and a complaint has been made in this regard on time, the Contractor will resolve the corrections within a reasonable period of time.
- If it is established that a request for correction is unfounded, then the time for additional work that is required for these corrections will be borne in full by the Client.
- After expiry of the delivery period, all costs for corrections, including travel and accommodation costs, will be charged to the Client.
- The contractor is never responsible for any hardware and software changes, as a result of which the system on which the production is made can no longer function optimally.
Article 9 - Liability
- If the Contractor should be liable, then this liability is limited to what is regulated in this provision.
- The Contractor is not liable for damage of whatever nature caused by the fact that the Contractor relied on incorrect and / or incomplete data and / or facilities provided by or on behalf of the Client.
- If the Contractor should be liable for any damage, then the Contractor's liability is limited to that part of the order to which the liability relates.
- The liability of the Contractor is in any case always limited to the amount paid out by his insurer, if applicable.
- The contractor is only liable for direct damage.
- Direct damage is exclusively understood to mean the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred for the Contractor's defective performance of the agreement to have an answer, insofar as these can be attributed to the Contractor and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limiting direct damage as referred to in these general terms and conditions. The contractor is never liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business interruption.
- The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of the Contractor or third parties.
Article 10 - Disclaimer
The Client indemnifies the Contractor against any claims from third parties who suffer damage in connection with the performance of the agreement and whose cause is attributable to parties other than the Contractor. If the Contractor may be called on to do so by third parties, the Client is obliged to assist the Contractor both outside and in court and to immediately do everything that may be expected of him in that case. Should the Client fail to take adequate measures, the Contractor is entitled to do so without notice of default. All costs and damage on the part of the Contractor and third parties resulting therefrom, for example damage to (recording) equipment, are entirely for the account and risk of the Client.
Article 11 - Intellectual ownership
The Contractor reserves the rights and powers that accrue to it pursuant to the Copyright Act and other intellectual property laws and regulations. The Contractor has the right to use the knowledge gained through the performance of an agreement for other purposes as well, insofar as no strictly confidential information from the Client is disclosed to third parties.
Article 12 - Dispute settlement
Dutch law applies exclusively to the legal relationship between the Contractor and the Client.