NOTE: We are a Dutch company, so any language- or translation errors are reserved.
The following text is therefore for information only and no rights can be derived from this.
Signed at the Chamber of Commerce under number: 60925248
Audiovisual media productions, media advice, concept, (video) marketing
Article 1 General Terms
1. In these terms, we will understand
Contractor: Pixelthis B.V., Almere at the Wisselweg 33, 1314 CB
Hereinafter referred to as: PIXELTHIS
Client: The person with whom PIXELTHIS has concluded an agreement to provide services including the production of audiovisual communication, the formulation, elaboration and writing of (advertisement) expressions in the broadest sense of the word, as well as advice and Mediation in the mentioned services and / or activities.
2. These terms and conditions apply to all agreements that PIXELTHIS concludes with a client, all PIXELTHIS offers, orders, orders, deliveries and services, unless expressly or partially expressly stated in writing, or only Have been declared applicable in so far as they do not conflict with the written agreements between client and PIXELTHIS.
3. Terms and conditions applied by the principal, which conflict with these terms, can not be recognized unless agreed by PIXELTHIS in writing.
4. Terms, with the purpose of modifying these terms, will only be effective if and in so far as they are confirmed in writing by PIXELTHIS. In that case, the conditions that are not modified will remain in force.
Article 2 Offers and Conformity Agreement
1. All quotes of PIXELTHIS, in any form whatsoever, shall be entirely free of charge, unless expressly stated otherwise.
2. Offers are valid for 30 days unless otherwise stated.
3. PIXELTHIS may withdraw a tender as long as the client has not accepted the offer.
4. Overruns of tenders up to 10% are accepted by the client as a budget risk and therefore need not be reported as such.
5. Overruns of tenders resulting from (sales) terms of suppliers and other third parties affiliated with PIXELTHIS shall not be deemed to be exceeded, even if those terms are not included separately in a tender, as these terms are deemed not only known to the client To be part of the present terms of delivery, as well as from the beginning.
6. Costs arising from misunderstandings as to the content and performance of the agreement as a result of the Customer's incorrect or inaccurate or incomplete specification of the Contract, shall be at the expense and risk of the Client, Even if that assignment and / or communications have been made in writing, including electronic messaging
7. The costs of large quotes can be charged and will be notified by PIXELTHIS to the client in advance. Any proposals contained therein may in this case be used by the commissioner, even if he or she may execute them by another but for the purpose and extent as defined in Article 9 (Intellectual Property Rights).
8. There is no charge for a prior consultation call. If the first conversation goes beyond a presentation of PIXELTHIS for acquaintance and the presentation goes on in a discussion
With possible solutions, you may be charged.
9. PIXELTHIS, if desired, makes a budget relating to an assignment, which briefly describes the method and budget the budget. The budget contains a specification of the current fees (based on the hourly rate used by PIXELTHIS), agency fees, travel expenses and third party costs.
In the preparation of the budget, please do not overlook certain costs or expense items (for example, because they depend on the progress of the assignment, third-party pricing or otherwise not predictably), then this pro memorandum will be included. In that case, the invoice will be calculated on the basis of recalculation.
Article 3 Commissions, Implementation and Changes
1. An order is accepted by PIXELTHIS by either confirming acceptance to the client in writing or in carrying out the work.
2. The client is bound by and from the assignment of the assignment.
3. PIXELTHIS is bound by and from the acceptance of the assignment.
4. Changes to the assignment, after it has been provided, must be communicated to PIXELTHIS by the client in writing and in writing. If the changes are given verbally, then the client is at risk.
5. The changes to the assignment are in force through and upon acceptance by PIXELTHIS.
6. Any additional or minor costs incurred as a result of changes in the assignment will in principle be paid to the client or to the benefit of the client.
7. Changes to the contract may result in the agreed delivery time by PIXELTHIS being exceeded beyond its responsibility.
8. The client is also required to secure PIXELTHIS after payment of the agreed amount after PIXELTHIS has been agreed upon, in the opinion of PIXELTHIS. As long as this security has not been met, PIXELTHIS is entitled to postpone delivery or cancel the agreement without judicial intervention and without prejudice to the client's obligation to comply with part of the agreement and to indemnify PIXELTHIS.
9. PIXELTHIS will fulfill the assignment as best as possible, in accordance with the briefing and from her professional insight.
Article 4 Dedicated
1. PIXELTHIS is entitled to perform work by third parties in the performance of the agreement or otherwise to provide goods and / or services on behalf of and on behalf of client.
2. PIXELTHIS is not liable for damage, costs and claims resulting from acts or omissions of third parties.
Article 5 Awards
1. Unless otherwise stated on the order confirmation or quotation, all mentioned prices are exclusive of VAT, travel and subsistence costs and any shipping, shipping and postage charges.
2. If PIXELTHIS has accrued (1) or several components of the cost price after PIXELTHIS has been reached, PIXELTHIS is entitled to increase the agreed price therewith unless the agreed price on the basis of recalculation is explicitly excluded. If PIXELTHIS increases the price within three months after the agreement has been concluded and the client is a natural person who does not act in the exercise of a profession or company, it is authorized to dissolve the agreement.
3. If, by the client, changes are made to the original contract, of whatever nature, they incur additional costs, PIXELTHIS is entitled to increase the agreed price accordingly.
4. If not based on a budget as defined in Article 2, then the following applies.
All prices are from PIXELTHIS headquarters and excluding VAT. If not or only partially based on a nominal value, the invoice will include a specification of fees (amount per hour), travel expenses (amount per kilometer), third party costs and unforeseen costs.
PIXELTHIS reserves the right to make changes to those cost factors resulting from government measures, price changes made by PIXELTHIS vendors or other circumstances which lead to a cost increase on which they can not exercise decisive influence.
Article 6 Payment
1. Payment shall be made, without prejudice to the provisions of the following paragraphs, in a manner specified on the invoice of PIXELTHIS within the period specified in the invoice and in the absence of such a period within thirty days after the invoice date.
2. PIXELTHIS ensures timely billing. Share invoicing is possible at all times, unless explicitly excluded in writing. However, exclusion from the right of sub-invoicing can never concern the costs mentioned in the following paragraphs.
3. Commercial and (media) media costs must be received by PIXELTHIS from the client prior to the date on which PIXELTHIS is required to pay these costs.
4. Postage and other distribution costs for postal mail shipment must be received by PIXELTHIS by shipper for shipment / distribution.
5. If the Client does not meet PIXELTHIS within the agreed term, he is required to pay interest on the invoice amount from the date on which the invoice should have been paid without prior notice and notice. This interest rate is for each month (or part thereof) of the overdue payment period a twelfth portion of the current account debit account, with a minimum of at least 1% per month (or part thereof) plus 2%.
6. If PIXELTHIS is not fulfilled within the specified payment period, PIXELTHIS may, in retroactively, invoice all given discounts, including interest due, VAT and any other charges.
7. All costs, both judicial and extrajudicial, in respect of the recovery of the due and unpaid due by the principal shall be borne by the principal; As proof of the liability of these costs, the submission of the relevant invoices is sufficient; These costs are fixed at least 15% of the invoice amount concerned and will be at least EUR 250, - per claim.
8. Upon acceptance of a tender, a deposit of 50% of that bid amount will be paid before the work is commenced
9. In case of bankruptcy, surseance of payment, surrender, seizure or liquidation of the client's company, the claims of PIXELTHIS on the client are immediately due.
Article 7 Delivery, Transport and Risk
1. Delivery date specified by PIXELTHIS has indicative scope, unless otherwise agreed in writing.
2. PIXELTHIS takes into account as many agreed delivery times as possible, but exceeding this does not give rise to any negligence or liability on the part of PIXELTHIS.
PIXELTHIS may only exceed the delivery period, even without notice of default, to claim damages, unless agreed upon by written agreement, and does not entitle the client to cancel his order.
3. In the case of non-timely delivery, the client PIXELTHIS must therefore fail in writing.
4. Unless otherwise agreed in writing, PIXELTHIS, once the production of film, music and / or a combination of both (s), offers the customer the opportunity to review the product, after which the necessary changes, after written notice by the client, by PIXELTHIS are processed.
5. It is PIXELTHIS allowed to deliver 10% more or less than for which order was given. The additional work will be charged and the lesser work will be settled.
6. Delivery, unless otherwise agreed, by transfer of the agreed products of PIXELTHIS to the principal or the designated carrier, as well as the signing of a delivery declaration
7. If the client fails to cooperate with the delivery, however, the risk of loss and / or damage will be transferred to the client when PIXELTHIS makes the goods available to the client by a written notice. The goods are then stored at the disposal of the client for his account and risk. Delaying delivery time will in no way affect the obligation to pay the deadlines at the agreed times.
If the full information, which PIXELTHIS considers necessary to perform the assignment, is not in time, PIXELTHIS and, in agreement with the client, will have a new delivery date after receipt of the necessary information.
8. If the client requests PIXELTHIS to temporarily store the products delivered elsewhere, the risk of loss and / or damage to the goods will also pass on to the client when PIXELTHIS has transferred the delivered products to the client. In the event that the storage is done on behalf of the client, PIXELTHIS acts only as an intermediary and PIXELTHIS is entitled to charge a reasonable fee for this.
9. If it is agreed that PIXELTHIS carries out the transport, PIXELTHIS determines the manner in which the transport (including shipping, packaging and the like) takes place. The transport takes place under all circumstances at the expense and risk of the client.
10. When the goods have been fully or partially taken into use by the client, the right of the buyer ceases to be repaired, replaced or compensated for failure to comply.
11. In cases where:
A. The client does not fulfill his obligations in good time, or not properly, or;
B. Client declared bankrupt (provisional) Payment or Debt Settlement Scheme is requested and / or granted, under curtailment, placed in its affairs or part thereof in a conservative or executional manner;
C. Client is liquidating or stopping a company or a part thereof; PIXELTHIS has the right to suspend the agreement, or to terminate it with immediate effect as a whole or in part, without prejudice to its right to compensation for damages and costs.
12. Transfer of a production, in particular the right of use as defined in Article 9, is by delivery and full payment. The risk is from delivery to the client.
13. Client must investigate a delivered production upon delivery - or as soon as possible afterwards -. In doing so, the principal must check whether the contractor answers the agreement, namely:
A. Whether the correct production has been delivered;
B. Whether the production delivered meets the agreed quality requirements or - if they are missing - the requirements that may be made for normal or commercial purposes.
If visible defects or deficiencies are detected, the client must report this to PIXELTHIS within eight days of delivery.
Non-visible defects, the client must report to PIXELTHIS within eight days after discovery, but no later than two months after delivery.
If defects or deficiencies are inadmissible, the client is entitled to replacement of the production or supplement of the deficit.
Article 8 Indemnity and Liability
1. As a material expert, the client has the duty to verify the production that is in accordance with the description of the assignment, in which PIXELTHIS relies on the accuracy and completeness of the information provided by the client - to check for inaccuracies and inaccuracies. Client accepts liability for use of production. He indemnifies PIXELTHIS against any liability by third parties.
2. The client indemnifies PIXELTHIS for all third party claims regarding defective products within the meaning of product liability provisions in the Civil Code.
3. If the PIXELTHIS provider provides information carriers, electronic files, or software and the like, the client guarantees that they are free from viruses and defects.
4. The principal shall ensure that the goods delivered by him / her necessary for the performance of the agreed work are in good condition and comply with normal safety requirements.
5. The liability for work for the client, which PIXELTHIS has assigned to a third party, is limited to the extent that the third PIXELTHIS is effectively released. PIXELTHIS will do all the work, and the client, all the cooperation that may be required of him to obtain the highest possible compensation of the third party in question.
6. PIXELTHIS shall in no way be liable for loss, theft or damage to goods of the client, unless there is intent or gross negligence on the part of PIXELTHIS.
7. The client is responsible for adequate insurance.
8. The liability of PIXELTHIS is limited to the damage suffered by the client, which is the direct and exclusive consequence of PIXELTHIS's liability. Furthermore, the liability is limited to the amount offered or invoiced by the damage, but not more than the amount per event that the insurer of PIXELTHIS has the highest.
PIXELTHIS is not liable for consequential damages, including stagnation damage and loss of profits.
Insofar as PIXELTHIS liability insurance covers damage, the liability of PIXELTHIS is limited to the amount of the insurance benefit.
9. If an objection of goods and / or services is found to be well founded and PIXELTHIS liability is determined in this regard, it will pay to his choice or a fee of up to the invoice value of the delivered or replaced free of charge after the Originally delivered by him was reclaimed. PIXELTHIS is never mandatory until further damages.
If PIXELTHIS's liability insurer does not pass, PIXELTHIS liability is limited to the amount of the due fee. For longer term contracts, liability is limited to the fee section due for the last six months.
10. PIXELTHIS liability for any damage which is directly or indirectly the result of defects in the services or goods provided by him is in any case limited to the amount of his remuneration less the out-of-pocket cost to Matters of the delivered. The Client waives his right to claim termination of what has been agreed on the basis of default.
Article 9 Intellectual Property Rights, Rights and Property Retention
1. Pixelthis is a registered and deposited image and word mark at the Benelux trademark office.
2. The copyright, right of film, footage, concept, drawing or model or any other intellectual property right in respect of any textual and / or image design (provisional or final), drawing, model or other design is based on PIXELTHIS, Unless otherwise agreed in writing, even if the client has been charged for this.
3. PIXELTHIS explicitly reserves the ownership of the goods to be delivered until the client has fulfilled all the obligations of the agreement, including the obligations to pay (recovery) costs, interest and surcharges incurred by the client.
4. When not otherwise agreed in writing, the client obtains acceptance of the assignment and without prejudice to the foregoing, only the right to one-time use for the purpose and size as specifically agreed between the parties at the time of acceptance of the assignment .
5. The client is not allowed to make changes to what was commissioned by PIXELTHIS, unless otherwise agreed. In the event of a significant change to the work provided by PIXELTHIS that does not have PIXELTHIS approval, PIXELTHIS may prohibit the use.
6. In case the delivery is part of a series of deliveries, the ownership of the goods is reserved until all payment obligations related to this series of deliveries have been met.
7. If third parties wish to establish or apply any rights to the goods delivered under title reservation, the client is obliged to inform PIXELTHIS of this without delay.
8. PIXELTHIS has the right to hold all of the rights and obligations of PIXELTHIS, which PIXELTHIS has or will receive for any claims which it has or may incur on behalf of the client.
9. PIXELTHIS will always own the raw audio and video material that led to the product.
10. All PIXELTHIS products manufactured or purchased by PIXELTHIS, including at least decor and decorative pieces, storyboards, movies and film clips, remain the property of PIXELTHIS.
11. By giving an order for disclosure or reproduction of objects protected by the Copyright Act, the Neighborhood Act or any other intellectual property legislation, which are made available by or on behalf of the client itself, declares the Client that does not infringe on statutory and protected rights, such as any industrial or intellectual property right, from third parties, and indemnifies PIXELTHIS for third party claims or for direct and indirect consequences, both financial and other, from The disclosure or reproduction arising. The client is obliged to inform in writing, in the event of a claim by a third PIXELTHIS within 48 hours, and provide, upon request, all information and cooperation that is necessary for conducting defense and / or settlement negotiations.
12. The client is not entitled to any further or other use of the commissioned than the previously expressly agreed use for the duration of the relationship. If nothing has been agreed on, then the first use is as agreed.
13. PIXELTHIS is entitled to sign the contract. Or to name her name in the colophon or on the title role or otherwise provided that in a manner customary to the media.
14. PIXELTHIS does not give the client any warranty regarding the suitability of the business until repeated use.
15. PIXELTHIS shall, without prejudice to the rights to be agreed upon, be entitled to use the work provided for its own promotion and / or publicity.
16. All rights related to the work / contribution of the contractor are based on the contractor or his legitimate heirs. That is, all rights mentioned in the Rights Act and the Copyright Acts Act 1912 are not released unless otherwise explicitly agreed. In addition, all rights to disclosure, repetition, recording, reproduction and distribution of its contribution to and production will not be transferred to the producer / client, but will be loaned out unless otherwise agreed in writing. Contractor or his legitimate heirs retain the unconditional right to exploit the performance / exercise / production of the contractor in what manner of future or future, for the sole purpose of assessing the contractor or his legitimate heirs. Contractor or his legitimate heirs only have the right to transfer all or part of the rights referred to in this article to third parties, or to provide licenses to third parties.
Article 10 Confidentiality
1. Both parties are required to maintain confidentiality of any confidential information they have obtained under the agreement from one another or from another source. Information is confidential if notified by the other party or if it is due to the nature of the information. This confidentiality also extends until the termination of the contract.
Article 11 Force Majeure
1. In the event that PIXELTHIS is prevented by force majeure from performing the agreed work in whole or in part, he has the right to suspend the execution of the agreement without judicial intervention or to consider the agreement to be terminated in full or in part, Without any damages or guarantees being held. 2. Force majeure means deficiency or illness of personnel, war, civil unrest, riot, fire or other disasters, shortages of materials required for performance of a mission, lack of supplies, additives or fuel, collapse of the business premises, strikes , Exclusions, government interference, transport lost, extreme weather conditions and all other circumstances beyond PIXELTHIS's control regardless of whether they happen in their own premises, suppliers or shipping service or any such change in circumstances that further fulfillment of the obligations can not reasonably be possible are expected. Even if the circumstance that prevents (further) compliance occurs after PIXELTHIS has complied with its commitment, PIXELTHIS has the right to appeal to force majeure.
During force majeure, PIXELTHIS's delivery and other obligations will be suspended. If the period in which failure to fulfill PIXELTHIS's obligation to enforce PIXELTHIS's obligation does not exceed 14 days, both parties are empowered to terminate the agreement without the obligation to claim damages.
3. In the event of a delay or deferral of the agreed work, PIXELTHIS shall immediately inform the client - at least forty-eight (48) hours prior to commencement of work. In case of demonstrable force majeure, a proportional portion of the agreed compensation will be deducted, for the sole purpose of PIXELTHIS. If PIXELTHIS does not inform PIXELTHIS in advance of the impediment or if force majeure can not be proved satisfactorily as a result of the execution of the work, or the work will expire, all costs will expire. Which must be made to find a solution to the client, with a minimum of € 250, -
All costs both judicial and extrajudicial to be incurred in connection with the recovery of the amount due to PIXELTHIS will also be borne by the principal. The fees due should be paid fourteenteen (14) days after the invoice is sent to the relevant account number of PIXELTHIS. For each month or part thereof, a twelfth (12th) portion of the statutory interest is payable as referred to in Article 6: 119 of the Dutch Civil Code and amounts to at least 1% per month or part thereof.
4. PIXELTHIS is entitled to claim damages to the client if the prevention or force majeure is a consequence of matters which the client did not provide inaccurate or inaccurate information on the contract.
5. If PIXELTHIS has already partially fulfilled its obligations or partially fulfilled its obligations, it is entitled to invoice the delivered or separately delivered item and the client is obliged to comply with this invoice as if It's a separate contract. However, this does not apply if the part already delivered does not have an independent value.
6. The Client must ensure that PIXELTHIS is always accessible for unforeseen circumstances.
Article 12 Dissolution
1. PIXELTHIS is authorized to suspend its work or to dissolve the agreement in whole or in part without requiring a notice of default if:
I. The principal in default is to meet the agreed price, including the interest and costs due;
II. The client in default is to receive the goods delivered;
III. After the conclusion of the agreement, PIXELTHIS has come to the notice of circumstances that the client will not fulfill the obligations, including the circumstance that the client finds that the client is insufficiently creditworthy;
IV. The client fails to fulfill his / her obligations under the agreement; V. the client is declared bankrupt
V. The client requests the payment of a surseance;
VI. The client has no (or more) decision-making power over his / her ability.
2. If any of the facts or circumstances described here occur, the other party will immediately inform PIXELTHIS by registered letter.
3. If the agreement is terminated pursuant to this article, the Client shall pay 30% of the agreed price immediately upon payment of damages, without prejudice to the responsibility of the Client already repayed by PIXELTHIS and incurred costs and without prejudice to the right By PIXELTHIS to claim the entire damage.
4. In the event of a dissolution pursuant to this article, all received terms will primarily be deducted from the costs, then deducted from interest accrued and finally deducted from principal and current interest.
Article 13 Other Appointments
1. Client must comply with all, individually made, agreements made both verbally and in writing with PIXELTHIS. These agreements may or may not be limited in the agreement. These terms and conditions also apply to the terms and conditions.
2. PIXELTHIS reserves the right to change these terms and conditions without prior notice to the client and / or third parties.
Article 14 Disputes
1. PIXELTHIS is authorized to consider the agreement with the client without further notice and without prior judicial intervention with immediate effect, in full or in part, if the client fails to fulfill any obligation under the agreement.
2. Only Dutch law shall apply to all agreements entered into under these terms and to the agreements which result therefrom. All disputes arising from agreements concluded under these terms and agreements resulting therefrom shall, unless the canton court is competent in such a dispute, be brought to the exclusive jurisdiction of the district court in which PIXELTHIS is located, Including the provision of provisional provisions.
3. Where an article of these terms or part thereof is not found to be valid by the competent court, the other articles shall remain in full force.