Article 1. Agreement, offer and confirmation

1.1 These General Terms and Conditions (hereafter: General Terms and Conditions) apply to all offers and to the making, content and performance of all agreements between the client and Anouk Grootjans (hereafter: the designer). Deviations from these General Terms and Conditions can only be agreed in writing between the client and the designer.

1.2 Quotes are without obligation and are valid for 30 days. Prices may be subject to change due to an unforeseen change in the work. Prices are exclusive of VAT. Mentioned rates and offers do not automatically apply to future assignments. The client is responsible for the accuracy and completeness of the data provided by her or on her behalf to the designer on which the designer bases the quotation.

1.3 Commissions are confirmed by the client in writing. If the client fails to do so, but nevertheless agrees that the designer should commence execution of the commission, the contents of the quotation are deemed agreed upon and these General Conditions apply. Further verbal agreements and stipulations do not bind the designer until they have been confirmed in writing by the designer.

Article 2. The execution of the agreement

2.1 The designer will make every effort to execute the commission carefully and independently, to promote the client’s interests to the best of his ability and to strive for a result that is useful to the client, as can and may be expected of a reasonable and professionally acting designer. As far as necessary, the designer will keep the client informed of the progress of the work.

2.2 The client will do whatever is reasonably necessary or desirable to enable the designer to deliver punctually and correctly, such as the timely provision of complete, sound and clear data or materials, which the designer indicates or which the client understands or should reasonably understand are necessary for the execution of the agreement.

2.3 Any term indicated by the designer for the execution of the order is indicative, unless otherwise agreed in writing.

2.4 After 30 days of no communication from the client, the project will be terminated by the designer and it will be considered cancelled.

2.5 Unless otherwise agreed, the following are not part of the designer’s assignment: a. to carry out tests, to apply for licences and to assess whether the client’s instructions comply with statutory or quality standards; b. to conduct research into the existence of rights, including patent rights, trademark rights, drawing or design rights, copyrights or portrait rights of third parties; c. to conduct research into the possibility of the client obtaining the forms of protection referred to in subparagraph b.

2.6 Before proceeding with the execution, production, reproduction or publication, the parties shall give each other the opportunity to check and approve the final models, prototypes or samples of the result.

2.7 Deviations in the (final) result in relation to what has been agreed shall not be a reason for rejection, discount, compensation or dissolution of the agreement, if these deviations, taking all circumstances into account, are reasonably of minor importance.

2.8 Any complaints will be communicated to the designer in writing as soon as possible but no later than within ten working days after completion of the commission, failing which the client will be deemed to have accepted the outcome of the commission in full.

Article 3. Engagement of third parties

3.1 Unless otherwise agreed, assignments to third parties in the context of executing the commission will be given by or on behalf of the client. At the client’s request the designer may act as an agent at the client’s expense and risk. The parties can agree on a fee for this to be agreed.

3.2 If the designer draws up an estimate for third-party costs at the client’s request, this estimate will be indicative. If desired, the designer can request quotations on behalf of the client.

3.3 If the designer, by express agreement, procures goods or services from third parties for the performance of the commission at his/her own expense and risk, after which the goods or services will be passed on to the client, the provisions in the general conditions of and/or separate agreements with the supplier with regard to the guarantee and liability will also apply to the client.

3.4 If the designer gives orders or instructions to production companies or other third parties, whether or not in the name of the client, the client will, at the designer’s request, confirm in writing the approval referred to in Article 2.5 of these General Terms and Conditions.

3.5 The client will not engage third parties without consulting the designer if doing so may affect the execution of the commission as agreed with the designer. If the occasion arises, the parties will discuss which other parties will be engaged and which work will be assigned to them.

3.6 The designer is not responsible for errors or defects in products or services provided by third parties engaged by or on behalf of the client, regardless of whether they were introduced by the designer. The client is responsible for addressing issues with these third parties directly. However, if desired, the designer can provide assistance. In the event of seeking assistance, please contact us within 5 business days. Failure to do so within this timeframe may limit our ability to further assist you.

Article 4. Intellectual property and ownership rights

4.1 All intellectual property rights arising from the commission – including patent rights, trademark rights, drawing or design rights and copyright – on the results of the work commissioned will accrue to the designer. To the extent that any such right can be acquired only by registration, the designer will have the sole and exclusive power to effectuate such registration, unless otherwise agreed.

4.2 The parties may agree that the rights referred to in the first paragraph will be wholly or partly transferred to the client. This transfer and any conditions under which it takes place will always be laid down in writing. Until the moment of transfer, a right of use will be provided as stipulated in Article 5 of these General Terms and Conditions.

4.3 The designer has the right at all times to mention his/her name on, at, or in publicity regarding the result of the work commissioned – in the manner customary for that result – or to have it mentioned or removed. The client is not permitted to publish or reproduce the result without the designer’s prior consent.

4.4 Unless otherwise agreed, the (originals of the) results (such as designs, design sketches, concepts, advice, reports, budgets, estimates, specifications, working drawings, illustrations, photographs, prototypes, scale models, templates, prototypes, (sub) products, films, (audio and video) presentations, source codes and other materials or (electronic) files, etc.) created by the designer in the course of the assignment will remain the property of the designer, regardless of whether they were made available to the client or to third parties.

4.5 After completion of the work commissioned, neither the client nor the designer will have any obligation to retain any of the materials and data used, unless otherwise agreed.

Article 5. Use of the result

5.1 When the client has fulfilled all his obligations under the agreement with the designer, he will acquire the right to use the result of the work commissioned in accordance with the purpose agreed upon. If no agreements have been made regarding the purpose, the right of use will be limited to the use for which the order was (apparently) given. The right of use is exclusive, unless the nature of the agreement dictates otherwise or if agreed otherwise.

5.2 If the result also relates to works that are subject to third-party rights, the parties will make additional agreements about how the use of these works will be regulated.

5.3 Without written permission, the client will not have the right to adapt the result of the commission, to use or execute it in a broader or different manner than agreed, or to have a third party do so. The designer may attach conditions to this permission, including payment of a fair remuneration.

5.4 In the event of broader or different use on which no agreement was reached, including any change, mutilation or impairment of the provisional or final result, the designer will be entitled to compensation due to infringement of his/her rights of at least three times the agreed fee, or a fee that is reasonably and fairly proportional to the infringement committed, without for that matter losing any other right.

5.5 The client will not (or no longer) be permitted to use the results made available and any right of use granted to the client in the context of the work commissioned will lapse, unless the consequences are contrary to the principles of reasonableness and fairness: a. from the moment that the client fails to fulfil his payment or other obligations under the agreement or to do so in full, or is otherwise in default; b. if the work commissioned is terminated prematurely for any of the reasons referred to in Article 8.1 of these General Terms and Conditions; c. in the event of the client’s bankruptcy, unless the relevant rights have been transferred to the client pursuant to Article 4.2 of these General Terms and Conditions.

5.6 With due regard for the client’s interests, the designer will be free to use the results for his/her own publicity, acquisition of commissions, promotion, including competitions and exhibitions etc., and to have them on loan if physical results are involved.

Article 6. Fee and costs

6.1 The designer is entitled to a fee for the execution of the commission. This may consist of an hourly rate, a consultancy fee, a fixed amount, whether or not related to the project sum, or any other fee to be agreed between the parties.

6.2 In addition to the agreed fee, the costs incurred by the designer for the execution of the commission, such as office costs, travel and accommodation expenses, costs of prints, copies, proofs and prototypes, and costs of third parties for advice, production and supervision and the like are eligible for reimbursement. These costs will be specified in advance as much as possible, except when a mark-up is agreed upon.

6.3 If the designer is forced to perform more or other work due to late delivery or non-delivery of complete, sound and clear data/materials, due to an altered or incorrect commission or briefing, or due to external circumstances, this work will be charged separately, based on the designer’s usual fees. The designer will inform the client of this in advance, unless circumstances prevent this or the nature of the work does not permit postponement.

6.4 If the execution of the commission is delayed or interrupted by circumstances beyond the control of the designer, the client will be obliged to compensate any costs incurred. The designer will try to limit the costs as much as possible.

Article 7. Payment and suspension

7.1 All payments are to be made without deduction, set-off or suspension, within 14 days of the invoice date, unless otherwise agreed in writing or stated on the invoice.

7.2 All goods delivered to the client remain the property of the designer until all amounts due by the client to the designer on the basis of the agreement concluded between the parties have been paid to the designer in full.

7.3 If the client is in default of payment in whole or in part of the amounts due, the client will owe statutory interest and extrajudicial collection costs, which are at least 10% of the invoice amount with a minimum of € 150 excl.

7.4 The designer will ensure timely invoicing. In consultation with the client, the designer may charge the agreed fee and costs as an advance, prematurely or periodically.

7.5 The designer may suspend the execution of the commission after the term of payment has expired and the client, after having been reminded in writing to pay within 14 days, fails to do so, or if the designer should understand from a communication or conduct of the client that payment will not be forthcoming.

Article 8. Termination and dissolution of the agreement

8.1 If the client gives notice of termination of the agreement without any culpable failing by the designer, or if the designer dissolves the agreement due to a culpable failure by the client to perform the agreement, the client will be liable to pay compensation in addition to the fee and the costs incurred in relation to the work performed until that time. In this connection conduct by the client on the grounds of which the designer can no longer reasonably be required to complete the commission will also be regarded as an attributable failure.

8.2 The indemnity mentioned in the previous section includes at least the costs arising from obligations undertaken by the designer in his own name with third parties for the fulfilment of the commission, as well as at least 30% of the balance of the fee that the client would owe the designer if the commission were fully completed.

8.3 Both the designer and the client will have the right to terminate the agreement in whole or in part with immediate effect, and any amount due will become immediately payable, if a petition is filed for the other party’s bankruptcy, (provisional) moratorium or debt restructuring.

8.4 If the designer’s work consists of repeatedly performing work of a similar nature, then this is a continuing performance agreement, unless otherwise agreed in writing. This agreement may only be terminated by written notice with due observance of a reasonable period of notice of at least three months, during which period the client will continue to purchase the usual amount of work from the designer or will compensate him financially.

Article 9. Warranties and indemnities

9.1 The designer guarantees that the product delivered has been designed by him/her or on his/her behalf and that, if copyright applies to the result, he/she is regarded as the creator within the meaning of the Auteurswet (Dutch Copyright Act) and as the copyright holder has the right of disposal of the work. The designer guarantees that the result of the assignment at the time of its creation, to the extent that he/she knows or should reasonably know, does not infringe the rights of third parties or is otherwise unlawful.

9.2 If the client uses the results of the assignment, the client indemnifies the designer or third parties engaged by the designer for the assignment against all claims by third parties arising from the applications or use of the result of the assignment. This does not affect the designer’s liability to the client for non-fulfilment of the guarantees referred to in the previous paragraph and other liability as referred to in Article 10 of these General Conditions. The client indemnifies the designer against claims concerning rights of intellectual property on all materials and/or data provided by the client, which are used in the execution of the commission.

Article 10. Liability

10.1 In the event of an attributable shortcoming, the designer must first be declared to be in default in writing, with a reasonable term to still fulfil his/her obligations, or to remedy any errors or limit or remove any damage.

10.2 The designer is only liable to the client for direct damage attributable to the designer. The designer’s liability for indirect damage, including consequential damage, loss of profit, lost savings, mutilated or lost data or materials, or damage due to business interruption, is excluded.

10.3 Except in the case of intent or wilful recklessness by the designer, the designer’s liability is limited to the designer’s fee for the commission, at least that part of the commission to which the liability relates. This amount does not exceed €75,000 and is at all times limited to a maximum of the amount that the insurer pays to the designer in the occurring event. The amount for which the designer is liable in the occurring event is reduced by any sums insured by the client.

10.4 Any liability will lapse two years from the moment that the commission is completed, cancelled or dissolved.

Article 11. Other provisions

11.1 If the client wishes to commission identical work to a party other than the designer or has already commissioned the work to another party, he must inform the contractor accordingly, stating the names of those other parties.

11.2 The client is not permitted to transfer any right under an agreement concluded with the designer to a third party, other than in the event of a transfer of his entire business or with the written consent of the designer.

11.3 The parties are obliged to keep confidential all confidential information, facts and circumstances that come to the knowledge of the other party in the context of the commission, from each other or from another source, in respect of which it can be reasonably understood that publication or disclosure to third parties could harm the designer or the client. Third parties involved in the execution of the commission will be bound by the same confidentiality with respect to those facts and circumstances originating from the other party.

11.4 If any provision of these General Terms and Conditions is null and void or is annulled, the other provisions of these General Terms and Conditions will remain in full force. The parties will in that case enter into consultation with a view to agreeing on new provisions to replace the null and void or annulled provisions, taking into account, as far as possible, the purpose and purport of the null and void or annulled provisions.

11.5 The headings in these General Terms and Conditions serve only to promote readability and do not form part of these General Terms and Conditions.

11.6 The agreement between the designer and the client is subject to Dutch law. Parties will initially attempt to resolve a dispute by mutual consultation. Unless parties have explicitly agreed in writing on arbitration, the judge competent by law, or the judge in the district where the designer has his office, at the discretion of the designer, will take cognisance of disputes between the designer and the client.

General terms and conditions
Design by Anouk
Anouk Grootjans
July 2023