Terms of Use

GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES OF FIXERS GROUP BV

hereinafter to be referred to as: user (Fixers Group BV)

Article 1 Definitions

  1. In the present general terms and conditions, the following terms are used in the sense given below, unless explicitly indicated otherwise.

User: the user of the general terms and conditions.

Client: user's opposite party.

Agreement: the agreement concerning the provision of services.

Article 2 General

  1. The present terms and conditions shall apply to each and every offer, tender and agreement between user and a client, to which user has declared the present terms and conditions applicable, insofar as both parties have not explicitly deviated from the present terms and conditions in writing.
  2. The present terms and conditions shall also apply to all agreements with user, the execution of which calls for the services of third parties.
  3. Possible deviations from the present general terms and conditions shall only be valid provided they have been explicitly agreed upon in writing from both parties.
  4. The applicability of client's possible purchase or other conditions is explicitly rejected.
  5. If one or more stipulations in the present general terms and conditions should be null and void or declared null and void, then the other stipulations of the present general terms and conditions shall remain fully applicable. The case ensuing, user and client shall enter into negotiations to agree upon new stipulations replacing the null and void conditions, or, as the case may be, the conditions declared null and void, whereby the purpose and the meaning of the original conditions shall be heeded as far as possible.

 

Article 3 Offers and Tenders

  1. All offers shall be free of obligation unless the offer contains an acceptance term.
  2. The offers made by user shall be free of obligation; they shall be valid for a period of 30 days, unless indicated otherwise. User shall only be bound by the offers if the acceptance thereof is confirmed in writing by the opposite party within 30 days, unless indicated otherwise.
  3. The prices given in above-mentioned offers and tenders shall be exclusive of VAT and other government levies, as well as of the other expenses to be possibly made within the scope of the agreement, including shipment and administration costs, unless user indicates otherwise.
  4. If the acceptance deviates (on secondary items) from the offer given, user shall not be bound by it. The agreement shall in such event not be concluded in accordance with said deviating acceptance, unless user indicates otherwise.
  5. A compound quotation shall not oblige user to execute part of the assignment against a corresponding part of the given quotation.
  6. Offers and tenders shall not apply automatically to future assignments.
  7. The user reserves the right to use ​​all the photos and videos (including but not limited to editing, adaptation and modification), before, during and after the execution of the task for its own promotional purposes.
  8. In case of obvious errors and / or clerical in an offer, Fixers Group BV is not to be charged and is not obliged to supply.

 

Article 4 Execution of the Agreement

  1. User shall execute the agreement to the best of his knowledge and ability.
  2. If and in so far required for the proper execution of the agreement, user shall have the right to have certain work done by third parties.
  3. The client shall see to it that user shall be provided in due time with all data which user has said to be necessary or which the client must in all reasonableness understand to be necessary to the execution of the agreement. If user has not been provided in due time with the data necessary to the execution of the agreement, user shall have the right to suspend or terminate the execution of the agreement without any liability and / or to charge the client for all costs resulting from the delay or termination at the generally accepted rates.
  4. User shall not be liable for damage of whatever nature caused by the fact that user worked on the basis of incorrect and / or incomplete data provided by the client..
  5. If parties have agreed that the agreement will be executed in stages, user can suspend the execution of the parts belonging to a following stage without any liability until the client has approved in writing the results of the stage prior to it.
  6. If user or third parties engaged by user within the scope of the assignment do work at client's site or at a site designated by client, client shall provide the employees having to work there free of charge with all facilities desired in all reasonableness by said employees.
  7. Client shall safeguard user against possible claims filed by third parties who may sustain damage attributable to client in connection with the execution of the agreement.
  8. If the user is booked for a job, the client is still responsible for obtaining and maintaining all necessary permits unless the parties have expressly requested in writing otherwise.
  9. The client indemnifies the user for any claims by third parties in connection with the execution of the agreement.
  10. If work must be done on location of the client, the client is responsible for safe working conditions. Damage or injury caused to user, its employees or employees engaged by third parties as a result of conditions at the site is the sole responsibility of the client.

 

Article 5 Changes to the agreement

  1. Subject to Article 7 hereto, If Fixers determines in its own reasonable opinion that during the execution of the agreement that the work to be done needs to be changed and supplemented in order to ensure its proper execution, parties shall adapt the agreement accordingly in due time and in mutual consultations.
  2. If parties agree that the agreement needs to be changed or supplemented, this decision may influence the time of completion of the execution. User shall inform the client thereof as soon as possible.3. Should the change or supplement to the agreement have any financial and / or qualitative consequences, user shall inform client thereof in advance.
  3. If a fixed fee has been agreed upon then user shall indicate the degree to which the change or supplement to the agreement will result in an increase of said fee.
  4. Until the parties reach an agreement for the changes or supplementation, Fixers shall have the right to suspend all provisions and Services and deliverables under this Agreement without any liability and Fixers shall not be liable for any delays or for any loss or damages which may be incurred by Client as a result of such delay or suspension of services and deliverables.
    6. If the parties do not agree on the changes or supplementations proposed by Fixers within 10 business days after Fixers issues such a notification to client, Fixers shall have the right to immediately terminate the agreement without any liability and client acknowledges and agrees that all payment made until the termination date are non-refundable.
  5. Without prejudice to paragraph 3 hereto, user shall not charge additional costs only if the change or supplement is the result of circumstances attributable to only directly to user.

 

Article 6 Duration of the Contract; Term of Execution

  1. The agreement between user and a client shall be entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if parties have explicitly agreed otherwise in writing.
  2. If a term has been agreed to complete certain work within the term of the agreement, then this term shall never be a term to be observed on penalty of forfeiture of rights. If the term of execution is exceeded, the client must consequently declare user in default in writing.

 

Article 7 Fee

  1. Parties can agree upon a fixed fee the moment the agreement is concluded.
  2. If no fixed fee has been agreed upon, the fee shall be determined on the basis of the number of hours actually spent on the work. The fee shall be calculated in accordance with user's usual hourly rates, valid for the period in which the work is being done, unless a deviating hourly rate has been agreed upon.
  3. The fee and any cost estimations are exclusive of VAT, travel and accommodation expenses, (foreign) telephone calls and other incidental expenses by the user or its subcontractors made ​​in respect of the implementation of the agreed services. Where it is not explicitly mentioned in the tender, these expenses will be charged separately.
  4. With respect to assignments with a duration of more than three months, the costs owed shall be charged periodically.
  5. If user and the client agree upon a fixed fee or an hourly rate, user shall nevertheless be entitled to increase this fee or rate.
  6. Notwithstanding anything else in these Terms and Conditions, User shall be allowed to charge on price increases, if changes in price have occurred between the time of offer and the time of delivery with respect to, e.g., salaries and wages as well as if the power to increase the price is the result of a power given to the user by law or if the user is obligated to increase the price by (virtue of) law.
  7. User shall furthermore be able to increase the fee when it is shown during the execution of the work that the volume of work initially agreed upon or expected when the contract was concluded, was underestimated to such a degree, and this through no fault of the user, that user cannot be expected in reasonableness to do the work agreed upon for the fee initially agreed upon. In that case user shall notify the client of his intention to increase the fee or the hourly rate, whereby user shall communicate the volume of said increase and the date on which it shall take effect.
  8. Fixers Group BV will notify the client about the intention to increase the fee or rate by writing. Fixers Group BV shall communicate the volume of and the date of the increase in and upon which it will take effect.
  9. Until the parties reach an agreement for fee increase, Fixers shall have the right to suspend all provisions and Services and deliverables under this Agreement without any liability and Fixers shall not be liable for any delays or for any loss or damages which may be incurred by client as a result of such delay or suspension of services and deliverables.
  10. If the parties do not agree for the fee increase proposed by Fixers within 10 business days after Fixers notification under Article 7.8 hereto, Fixers shall have the right to immediately terminate the agreement without any liability and client acknowledges and agrees that all payment made until the termination date are non-refundable.
  11. In case of price increase, the client is entitled to terminate the agreement, subject to the provisions of Article 12, prematurely if the fee or rate is increased within three months after entering into this agreement. After expiry of this period, the client is entitled to the agreement, subject to the provisions of Article 12, prematurely if the increase is more than 10%. The Client is not entitled to interim termination or dissolution if the authority to increase the fee or rate resulting from an authority under the law.
  12. If the client wishes to terminate the cooperation due to developments as explained under the provisions of Article 7.9, the client must notify the user within seven working days after the article in 7.8, by the date on which the price or rate change would act to terminate into force.

 

Article 8 Payment

  1. Payment made ​​in the currency in which the price is agreed, unless otherwise agreed in writing, in which case the exchange differences relating to taking back into euros shall be borne by client. Contestation of the amount of the statements of expenses shall not suspend the fulfilment of the payment obligation.
    2. Within 14 days after the client has signed the order confirmation for approval, 80% of the price to be paid the user.
    3. No later than 14 days before the date on which the contract begins, should 100% of the price to be paid the user.
  2. If client fails to fulfil his payment obligation within the term of 14 days, then client shall be in default by operation of law. In that event, client shall owe an interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply. The interest on the amount due and payable shall be calculated as from the day the client is in default until the moment he has paid the amount in full.
  3. User's claims against client shall become due on demand in the event that client's company is wound up, attached, declared bankrupt, or if a suspension of payment is granted. Invoices with value less than 75 euro may be increased by the costs incurred by the user for administration and / or treatment.
  4. User shall be entitled to have the payments made by the client go first of all to reduce the costs, subsequently to reduce the interest still due and finally to reduce the principal sum and the current interest. User shall have the right, without this leading user to be in default, to refuse an offer for payment, if the client designates a different sequence of attribution. User shall be entitled to refuse full payment of the principal sum, if said payment does not include the interest still due, the current interest and the costs.
  5. User has the possibility to charge a credit limitation surcharge of 2%. This surcharge will not be charged if payment is made within 7 days from the date of invoice.
  6. If the client is in default or in absence (in time) to fulfill its obligations, then all reasonable costs incurred in obtaining payment out of court are on behalf of the client. In any case, the client is responsible for the collection costs​​. The collection costs are calculated in accordance with the Raport for work-II, with a minimum of 500 euros.
    9. Any reasonable judicial and execution costs are also borne by the customer.

 

Article 9 Retention of Title

  1. All goods delivered by user, possibly also including designs, sketches, drawings, films, software, (electronic) files, etc., (deliverables) shall remain user's property and ownership until client has fulfilled all of his obligations and paid all fees and costs under all agreements concluded with user.
  2. Client shall not be authorized to pledge or encumber in any way the goods falling under the retention of title.3. If third parties seize goods delivered subject to retention of title or wish to establish or assert a right to them, client shall be held to inform user thereof as soon as can reasonably expected.
  3. Client must comply with all user’s reasonable instructions regarding the form and manner in which the deliverables provided are used.
  4. The client shall undertake to insure the goods delivered subject to retention of title and to keep them insured against damage caused by fire, explosion and water as well as against theft and make this insurance policy available for inspection on first demand.
  5. Subject to article 9.1, Goods delivered by user falling under the retention of title by virtue of the stipulations under 1. of the present article, may only be sold, pond or rent out on within the framework of normal business activities and must never be used as instrument of payment.
  6. In the event that user wishes to exercise his ownership rights mentioned in the present article, client shall give user or third parties to be appointed by user, now for then, unconditional and irrevocable permission to access all sites and locations where user's property might be found and to take these goods back.

 

Article 10 Collection Charges

  1. If the client fails to fulfil his obligations (in due time) or defaults on them, then all reasonable costs incurred to have all extrajudicial costs and debts paid shall be borne by the client. If the client remains in default of payment within the set time period, he forfeits an immediately payable fine of 15% on the amount due at that moment. This with a minimum of € 50.
  2. If user demonstrates that he has incurred higher expenses, which were necessary in reason, said expenses shall also qualify for reimbursement.
  3. The reasonable judicial and execution costs possibly incurred shall equally be borne by client.
  4. The client shall owe interest over the collection charges.

 

Article 11 Inspection & Complaints

  1. The client must notify user in writing of complaints about the work done within 8 days following their detection, but no later than within 14 days following completion of the work concerned. The notice of default must give as detailed a description as possible of the shortcoming, so that user is in a position to respond adequately.
  2. If a complaint proves to be well-founded, user shall yet do the work as agreed upon, unless such has become demonstrably useless in the meantime to the client. The client must notify user in writing if the latter is the case.
  3. If it is no longer possible or useful to still do the work with respect to the provision of services agreed upon, user shall only be liable within the limits of article 15.

 

Article 12 Cancellation

  1. Both parties shall be entitled to cancel the agreement at all times.
  2. If the agreement is terminated prematurely by client, user shall be entitled to compensation of the loss of capacity utilization to be demonstrated caused by said premature termination, unless the termination is based only on facts and circumstances which can be directly attributed to user. Client shall furthermore be held in that event to pay the statement of expenses for the work done up till that moment. The preliminary results of the work done up till that moment shall therefore be put at client's disposal subject to approval.

The cancellation costs relating to procurement of services, including, but not limited to, promotion and production, by the user, are as follows:


Cancellation more than four months before implementation: 25% of the price.
Cancellation from 4 months to 2 months performance: 50% of the price.
Cancellation from 2 months to 14 days before performance: 75% of the price.
Cancellation from 14 days before the performance: 100% of the price.

 

  1. If the agreement is terminated prematurely by user, user shall have no liability whatsoever (including for any loss or damages) and user shall only need to see to it in conjunction with client that the work still to be done be transferred to third parties (at client’s expense), unless the termination is due to facts and circumstances which can be attributed to client (including due to Article 4.4, Article 4.5, Article 5.5, Article 7.10 and Article 18.4).
  2. If the transfer of the work still to be done entails extra costs for user, said costs shall be charged to client.
  3. If the agreement is terminated by the user, the user will ensure transfer of additional work to third parties, unless facts and circumstances of the termination are based on that is attributable to the client (including due to Article 4.4, Article 4.5, Article 5.5, Article 7.10 and Article 18.4).
  4. 6. If the transfer of the work the user entails additional costs, these will be charged to the client
    7. If the clients (full or partial) cancels the contract, he is obligated to the user a cancellation fee equal to 12% of the difference between the budgeted price minus the 10% free margin, without prejudice to Articles 2. and 3.
  5. Notwithstanding anything else in these Terms and Conditions, upon termination or expiry of the agreement for any reason and without affecting any other rights or remedies of either party, Client shall immediately pay to User all outstanding fees and expenses incurred and/or committed to by User up to and including the date of termination or expiry.

 

Article 13 Suspension and Dissolution

  • User shall be authorized to suspend the fulfilment of the obligations under the agreement or to dissolve the agreement, in the event that: client does not fulfil or does not fully fulfil his obligations resulting from the agreement
  • after the agreement has been concluded, user learns of circumstances giving good ground to fear that the client will not fulfil his obligations. If good ground exists to fear that the client will only partially or improperly fulfil his obligations, suspension shall only be allowed in so far the shortcoming justifies such action.
  • client was asked to furnish security to guarantee the fulfilment of his obligations resulting from the agreement when the contract was concluded and that this security is not provided or insufficient.
  • in case of force majeure on the side of the user.
  • if the client dies or is placed under guardianship.
  • client is placed in receivership, requests suspension, in a state of bankruptcy or liquidation or quiet location of his company decides to proceed.
  • under all circumstances stipulated in this agreement (including but not limited to Article 4.4, Article 4.5, Article 5.5, Article 7.10 and Article 18.4).
  1. User shall furthermore be authorized to dissolve the agreement (have the agreement dissolved) if circumstances arise of such a nature that fulfilment of the obligations becomes impossible or can no longer be demanded in accordance with the requirements of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of the agreement can no longer be demanded in all reasonableness.
  2. If the agreement is dissolved, the user's claims against the client shall be forthwith due and payable and client shall immediately pay user all outstanding fees and expenses incurred and/or committed to by user up to and including the date of dissolvement. If user suspends fulfilment of his obligations, he shall retain his rights under the law and the agreement.
  3. User shall always retain the right to claim damages.

 

Article 14 Return of Goods Put at Client's Disposal

  1. If user has put goods at client's disposal during and in connection with the execution of the agreement, client shall be held to return the delivered goods within 14 days in their original state, free of defects and in their entirety. If client fails to fulfil this obligation, all resulting costs shall be at client 's expense.
  2. If, for any reason whatsoever, client still remains in default to fulfil the obligation mentioned under 1. after being warned to do so, user shall be entitled to recover the resulting damage and costs, including replacement costs, from client.

 

Article 15 Liability

  1. Should user be liable, then said liability shall be limited to the stipulations of the present condition.
  2. The user is not liable for interruptions, changes in the program of the event, for any reason and of any nature whatsoever. The client as the organizer, is liable for the payment to Association of Buma regarding the publication of musical works.
  3. 3. the user is not liable for damages from any cause and of any nature whatsoever, caused by the client to (property of) third parties.
    4. the user is not liable for shortcomings of third parties engaged by it.
    If the client does not fulfill the instructions given by the user or engaged by it in the performance of the contract parties, and the performance of the contract therefore cannot be, according to plan the user before the resulting damage, of any kind is not liable.
    6. Client vouches that the material supplied by him is within the norm of the applicable Dutch and European guidelines. Acceptance of an order by the user does not relieve the client from liability referred to above.
  4. If the user fails to comply with the agreement, and this is exclusively or predominantly is caused by a failure of third parties, the user engages in the performance of the Agreement, the user is never liable for an amount higher than 15% of the price. Fixers Group BV shall not be liable for any indirect damage, including consequential loss, lost profits, anticipated loss of profit, loss of opportunity, loss of goodwill, wasted expenditure, lost savings and damage due to business stagnation.
    8. Any liability of the user, of any kind and for any reason whatsoever, shall lapse if the client has not held the user liable in writing within 10 days after the end of the arrangement.
    9. All claims of client against the user are barred at least over one year after completion of the assignment by the user.
  5. The limitations of liability for damage contained in these conditions do not apply if the damage is due to intent or gross negligence of the user or its management.
    11. Any liability of the user for damages in any way related to or caused by non - or late or improper performance of the contract, is expressly limited to the amount the user for injurious fact paid gets from its insurer, plus with her any excess. If the user professional liability insurance has concluded or her insurer for the incident does not cover a (full) payment, the liability of the user is expressly limited to the total of the client by the implementation of the contract to the user fee due , and, if the contract has continued for more than half a year , six months prior paid to the injurious incident by the client to Fixers Group BV and fees owed ​​[ but up to a sum of € 200 . -].
    12. Fixers Group BV is not responsible or liable for any of the services to be provided and reach / or business results, however much the assignment to that end is given.
  6. If user is liable for direct damage, then said liability shall be limited to a maximum of twice the amount of the statement of expenses, at any rate that part of the assignment to which the liability relates, at any rate to a maximum of 15 % of the amount on the tender. User's liability shall at all times be limited to a maximum equaling the amount of the payment to be made by user's insurer in the occurring event.
  7. In the event of an assignment with a duration of more than 6 months, the liability shall, contrary to the stipulations under 11. of the present article, furthermore be limited to the part of the fee still due for the last six months.
  8. Direct damage shall be understood to be exclusively:
  • the reasonable costs incurred to establish the cause and the volume of the damage, in so far said establishment relates to direct damage in the sense of the present terms and conditions
  • the reasonable costs solely incurred to have direct user's faulty performance meet the conditions of the agreement, unless such faulty performance cannot be directly attributed to user;
  • the reasonable costs incurred to prevent or limit the damage, in so far client demonstrates that said costs have led to the limitation of direct damage as meant in the present general terms and conditions.
  1. User shall never be liable for indirect damage, including consequential damage, consequential loss, anticipated loss of profit, loss of opportunity, loss of goodwill, wasted expenditure, loss of profit, lost savings and damage due to business stagnation.
  2. The limitations of liability for direct damage contained in the present terms and conditions shall not apply if the damage is due to intentional act or omission or gross negligence on the part of user or his subordinates.

 

Article 16 Safeguarding

  1. The client shall safeguard and indemnify user against claims filed by third parties concerning intellectual property rights on material or data provided by the client, which shall be used for and during the execution of the agreement.
  2. If the client provides user with information carriers, electronic files or software etc., the former shall guarantee that said information carriers, electronic files or software are free of viruses and defects and client shall indemnify user for any loss or damage caused by client not complying with this article.

 

Article 17 Transfer of Risk

  1. The risk of loss of, or damage to the goods being the subject of the agreement, shall be transferred to client the moment said goods are judicially and/or actually delivered to client and therefore fall into the power of client or of third parties to be appointed by client.

 

Article 18 Force Majeure

  1. User shall not be held liable or responsible to fulfil any of their obligations if user is hindered to do so due to a circumstance through no fault of user and which cannot be attributed to user by virtue of law, a legal action or generally accepted practice.
  2. Force majeure is in addition to what is included in these general terms denver standing in the law and jurisprudence, all external causes, foreseen or unforeseen, which the user can not exercise any influence, but which prevents the user is unable to fulfill his obligations. Below are (partly): strikes in companies other than the user, cancellations of one or more artists just before the date of the event, failure to perform by the artist (s ) , government measures , closure / unavailability / inaccessibility of the place of the event, extreme ( on) weather conditions , riot , traffic barriers , ( general ) transport problems and technical failures of any kind, acts of God, war, civil authority or government regulations (quarantines and curfews), natural disasters, fire, terrorist action, lock outs, accidents, blockade, import or export embargo, adverse weather, catastrophes, disease, virus outbreaks, medical epidemics, infection disease or risk of medical epidemics, infection disease or disease outbreak in the region where the Services & Deliverables should be provided and delivered including any other act or occurrence creating a significant risk to the participants health or safety or affecting a party’s performance.
  3. User shall also be entitled to invoke force majeure if the circumstance rendering (further) fulfilment of the obligation(s) impossible, commences after the point in time on which user should have fulfilled his obligation.
  4. Throughout the duration of the circumstances of force majeure, user shall be entitled to suspend the fulfilment of user obligations. If this period lasts for more than two weeks, user shall be entitled to dissolve the agreement without any liability or obligation to pay the opposite party any costs or damages.
  5. Insofar user has already partially fulfilled his obligations resulting from the agreement at the moment the circumstance of force majeure commenced or shall be able to fulfil them and insofar separate value can be attributed to the part already fulfilled or still to be fulfilled respectively, user shall be entitled to submit a separate statement of expenses of the part already fulfilled or still to be fulfilled respectively. The client shall be held to pay this statement of expenses as if it were a separate agreement.

 

Article 19 Secrecy

  1. Both parties shall be bound to secrecy of all confidential information they have received within the scope of their agreement from each other or from another source. Information shall be considered to be confidential if the other party has indicated so or if the confidential character results from the nature of the information.
  2. If a statutory provision or a judicial decision compels user to convey confidential information to third parties designated by law or by the court and user cannot for that purpose invoke a legal right to refuse to give evidence or such a right acknowledged or allowed by the competent court, user shall not be held to pay damages or compensation and the opposite party shall not be entitled to demand the dissolution of the agreement on the ground of any damage resulting from said circumstance.
  3. The obligations on a party set out in clause 19.1 shall not apply to any information which:
  4. i) was in its possession (with full right to disclose) prior to receiving it from the other party;
  5. ii) is public knowledge otherwise than as a result of any breach of this or any similar clause in any other relevant agreement;

iii)    is disclosed to a party’s professional advisors for the purposes of obtaining legal advice;

  1. iv) it can by cogent evidence show that it developed independently or received such information from a third party (with full right to disclose); or
  2. v) a party is required to disclose by order of a court of competent jurisdiction or governmental, supervising or regulatory body.
  3. The provisions of this Article 19 shall survive any termination or expiry of this agreement for any reason.

 

Article 20 Intellectual Property and Copyrights

  1. Without prejudice to the other stipulations of the present general terms and conditions, user shall reserve the rights and authorities to which user is entitled under the Copyright Act.
  2. All documents, such as reports, advice, agreements, designs, sketches, drawings, software, etc., provided by user, shall be destined to be used by client exclusively and must not be reproduced, made public or brought to the notice of third parties by client without prior written consent from user, unless the nature of the documents provided dictates otherwise.
  3. User shall reserve the right to use the knowledge gained due to the execution of the work for other purposes, in so far, no confidential information shall be brought to the notice of third parties when doing so.
  4. User grants the client a non-exclusive and non-transferable licence to use the Trade Marks and the Intellectual Property provided under this agreement only during the term for and in connection with the provision of the Services under this agreement, unless otherwise agreed by the parties in writing.
  5. Client must comply with all user’s reasonable instructions regarding the form and manner in which Trade Marks and Intellectual Property provided is used. Nothing in this agreement shall confer upon client any right, title or interest in the Trade Marks and Intellectual Property provided under this agreement unless otherwise agreed by the parties in writing.

 

Article 21 Samples and Models

  1. If a sample or model has been given to client, then the assumption is that such has been given by way of indication only, unless parties agree explicitly that the product to be delivered shall correspond with it.
  2. In the event of an assignment concerning immovable property, the surface area or other measurements and indications given shall also be assumed to be merely indicative without any obligation to have the product to be delivered correspond with it.

 

Article 22 Non-employment of the opposite party's personnel

  1. Throughout the duration of the agreement and for one year following termination thereof, client shall not in any way, hire or employ in any other way, be it directly or indirectly, staff of user or of enterprises whom user has engaged to execute the present agreement and who are (were) involved in the execution of the agreement, without prior proper businesslike consultation on this matter, all this in accordance with the requirements of reasonableness and fairness.

 

Article 23 Assignment

User can assign, delegate, subcontract, sublicense, mortgage, charge or otherwise transfer any or all of its rights and obligations under these Terms and Conditions without the prior written consent of Client. Client may not assign, delegate, subcontract, sublicense, mortgage, charge or otherwise transfer any or all of its rights and obligations under Terms and Conditions without the prior written consent of User.

 

Article 24 Disputes

  1. The Court in user's place of business shall have exclusive jurisdiction to hear actions, unless the District Court is the competent Court. User shall nevertheless be entitled to submit the dispute to the Court deemed competent by the law.
  2. Parties shall only refer the matter to the court if they have done their utmost to solve the dispute in mutual consultations.

 

Article 25 Applicable Law

  1. Dutch law shall apply to each and every agreement between user and the client.

 

Article 26 Changes to the Terms and Conditions, interpretation and their Location

  1. The present terms and conditions have been filed at the office of the Chamber of Commerce in Amsterdam, the Netherlands, on 13th of February 2018 under CC number 68450621.
  2. The Dutch version of these general terms and conditions prevails at all time in case of disputes with regard to the interpretation and purpose of these terms and conditions.
  3. The most recently filed version shall always apply, or, as the case may be, the version valid at the time the agreement was concluded.
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