Terms and conditions.

Article 1 - Definitions.

  1. Eye4Media, established in Utrecht, the Netherlands, KvK number 77874579, is referred to in these terms and conditions as service provider.
  2. Eye4Media’s other party is referred to in these terms and conditions as client.
  3. Parties are Eye4Media and client together.
  4. Agreement means the service agreement between the parties.

Article 2 - Applicability of general conditions.

  1. These terms and conditions apply to all quotations, offers, work, agreements and deliveries of services or goods by or on behalf of Eye4Media.
  2. Deviations from these terms and conditions are only possible if expressly agreed in writing by the parties.
  3. The agreement contains obligations for Eye4Media to perform to the best of its ability, not obligations to achieve a result.

Article 3 - Payment.

  1. Invoices must be paid within 7 days of the invoice date, unless the parties have agreed otherwise in writing or a different payment term is stated on the invoice.
  2. Payments shall be made without any appeal to suspension or settlement by transfer of the amount due to the bank account number provided by Eye4Media.
  3. If the client fails to pay within the agreed term, he shall be in default by operation of law, without the need for any reminder. From that moment, Eye4Media is entitled to suspend the obligations until the client has fulfilled his payment obligations.
  4. If the client remains in default, Eye4Media will proceed with collection. The costs related to such collection shall be borne by the client. If the client is in default, in addition to the principal sum, he will also owe statutory (commercial) interest, extrajudicial collection costs and other damages to Eye4Media. The collection costs are calculated according to the Decree on compensation for extrajudicial collection costs.
  5. In the event of liquidation, bankruptcy, attachment or suspension of payment of the client, Eye4Media’s claims against the client are immediately due and payable.
  6. If the client refuses to cooperate with the execution of the order by Eye4Media, the client is still obliged to pay the agreed price to Eye4Media.

Article 4 - Offers and tenders.

  1. Eye4Media’s offers are valid for a maximum of 3 months, unless a different period of acceptance is specified in the offer. If the offer is not accepted within this period, the offer expires.
  2. Delivery times in quotations are indicative and if exceeded do not entitle the client to dissolution or damages, unless the parties have expressly agreed otherwise in writing.
  3. Offers and quotations do not automatically apply to repeat orders. The parties must agree this expressly and in writing.

Article 5 - Prices.

  1. The prices stated on Eye4Media’s offers, quotations and invoices are exclusive of VAT and any other government levies, unless specifically stated otherwise.
  2. The prices of goods are based on the cost prices known at that time. Increases that could not be foreseen by Eye4Media at the time the offer was made or the agreement concluded may result in price increases.
  3. With regard to the provision of services, the parties may agree on a fixed price when the agreement is concluded.
  4. If no fixed price has been agreed upon, the rate relating to the services may be determined based on the actual hours spent. The rate shall be calculated according to Eye4Media’s usual hourly rates applicable to the period in which it performs the work, unless a different hourly rate has been agreed.
  5. If no rate based on actual hours spent is agreed, a guide price for the services will be agreed, with Eye4Media entitled to deviate by up to 10%. If the guide price exceeds 10%, Eye4Media must inform the client in a timely manner why a higher price is justified. The client is then entitled to cancel any part of the order that exceeds the recommended price plus 10%.

Article 6 - Price indexation.

  1. The prices and hourly rates agreed upon at the time of entering into the agreement are based on the price level used at that time. Eye4Media is entitled to adjust the fees to be charged to the client annually as of January 1.
  2. Adjusted prices, rates and hourly wages will be communicated to client as soon as possible.

Article 7 - Provision of information by the client.

  1. Client shall make all information relevant to the execution of the assignment available to Eye4Media.
  2. The client is obliged to provide all information and documents, which Eye4Media believes it needs for the correct execution of the order, in a timely manner and in the desired form and manner
  3. The client guarantees the accuracy, completeness and reliability of the information and documents provided to Eye4Media, even if they originate from third parties, insofar as the nature of the order does not dictate otherwise.
  4. The Client shall indemnify Eye4Media for any damage in any form whatsoever arising from failure to comply with the provisions of the first paragraph of this article.
  5. If and to the extent Client so requests, Eye4Media shall return the relevant documents.
  6. If the client fails to provide the information and documents required by Eye4Media, or fails to do so on time or properly, and the execution of the order is delayed as a result, the resulting additional costs and fees shall be borne by the client.

Article 8 - Cancellation of assignment.

  1. The client is free to terminate the assignment to Eye4Media at any time, with 30 days’ notice, provided that Eye4Media has performed services.
  2. If the client withdraws the assignment, the client shall be obligated to pay Eye4Media the wages due and expenses incurred.

Article 9 - Execution of the agreement.

  1. Eye4Media shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
  2. Eye4Media is entitled to have work performed by third parties.
  3. The execution shall take place by mutual agreement and after written agreement and payment of any agreed advance.
  4. It is the client’s responsibility to ensure that Eye4Media can begin work on the assignment in a timely manner.

Article 10 - Duration of Contract.

  1. The agreement between the client and Eye4Media is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
  2. Zijn partijen binnen de looptijd van de overeenkomst voor de voltooiing van bepaalde werkzaamheden een termijn overeengekomen, dan is dit nooit een fatale termijn. Bij overschrijding van deze termijn moet opdrachtgever Eye4Media schriftelijk in gebreke stellen.

Article 11 - Modification of the agreement.

  1. In addition to the provisions of Article 6:75 of the Civil Code, a failure on the part of Eye4Media to comply with any obligation to the Client cannot be attributed to Eye4Media in the event of circumstances beyond Eye4Media’s control, as a result of which performance of its obligations to the Client is rendered wholly or partly impossible or as a result of which performance of its obligations cannot reasonably be required of Eye4Media. Such circumstances shall include non-performance by suppliers or other third parties, power failures, computer viruses, strikes, adverse weather conditions and work stoppages.
  2. If the parties agree that the agreement is amended or supplemented, the time of completion of the execution may be affected as a result. Eye4Media shall inform the client as soon as possible.
  3. If the amendment or supplement to the agreement has financial and/or qualitative consequences, Eye4Media shall inform the client in writing as soon as possible.
  4. If parties have agreed on a fixed fee, Eye4Media shall also indicate the extent to which the amendment or supplement to the agreement will result in an increase in this fee.

Article 12 - Force majeure.

  1. In addition to the provisions of Article 6:75 of the Civil Code, a failure on the part of Eye4Media to comply with any obligation to the Client cannot be attributed to Eye4Media in the event of circumstances beyond Eye4Media’s control, as a result of which performance of its obligations to the Client is rendered wholly or partly impossible or as a result of which performance of its obligations cannot reasonably be required of Eye4Media. Such circumstances shall include non-performance by suppliers or other third parties, power failures, computer viruses, strikes, adverse weather conditions and work stoppages.
  2. If a situation as referred to above occurs as a result of which Eye4Media cannot fulfill its obligations to the client, those obligations shall be suspended for as long as Eye4Media cannot fulfill its obligations. If the situation referred to in the preceding sentence has lasted for 30 calendar days, the parties shall have the right to dissolve all or part of the agreement in writing.
  3. In the case referred to in the second paragraph of this article, Eye4Media is not obliged to compensate any damage, even if Eye4Media enjoys any advantage as a result of the force majeure situation.

Article 13 - Settlement.

Client waives its right to set off any debt owed to Eye4Media against any claim against Eye4Media.

Article 14 - Suspension.

Client waives the right to suspend performance of any obligation arising from this agreement.

Article 15 - Transfer of Rights.

Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision counts as a clause with property law effect as referred to in Article 3:83, paragraph 2, Civil Code.

Article 16 - Extinction of claim.

Any right to compensation for damages caused by Eye4Media expires in any case 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Article 6:89 of the Civil Code.

Article 17 - Insurance.

  1. Client agrees to adequately insure and keep insured delivered items necessary for the execution of the underlying agreement, as well as Eye4Media’s items on client’s premises and items delivered under retention of title against, among other things, fire, explosion and water damage as well as theft.
  2. Client shall make the policy of such insurance available for inspection upon first request.

Article 18 - Liability for damages.

  1. Eye4Media shall not be liable for damages resulting from this agreement unless Eye4Media caused the damages intentionally or with gross negligence.
  2. In the event Eye4Media owes any damages to the client, the damages shall not exceed the fee.
    Any liability for damages arising from or related to the execution of an agreement shall always be limited to the amount paid out in the case in question by the (professional) liability insurance(s) taken out. This amount shall be increased by the amount of the excess according to the relevant policy.
  3. The limitation of liability also applies if Eye4Media is held liable for damages resulting directly or indirectly from the improper functioning of equipment, software, data files, registers or other items used by Eye4Media in the execution of the order.
  4. Not excluded is Eye4Media’s liability for damages resulting from intent or deliberate recklessness on the part of Eye4Media, its executive or subordinates.

Article 19 - Principal's liability.

  1. In case an order is given by more than one person, each is jointly and severally liable for the amounts due to Eye4Media under that order.
  2. If an assignment is given directly or indirectly by a natural person on behalf of a legal entity, this natural person can also be the client in private. This requires that this natural person can be considered as the (co) policymaker of the legal entity. In the event of non-payment by the legal entity, the natural person is therefore personally liable for payment of the invoice, regardless of whether it is made out in the name of a legal entity or in the name of the client as a natural person or both of them, whether or not at the client’s request.

Article 20 - Indemnification.

The client shall indemnify Eye4Media against all third party claims related to the goods and/or services provided by Eye4Media.

Article 21 - Obligation to complain.

  1. The Client is obliged to immediately report complaints about the work performed to Eye4Media in writing. The complaint must contain as detailed a description as possible of the shortcoming, so that Eye4Media is able to respond adequately.
  2. A complaint cannot in any case result in Eye4Media being obliged to perform other work than that agreed.

Article 22 - Reservation of title, right of suspension and right of retention.

  1. The items and delivered items and parts present at the client’s premises shall remain the property of Eye4Media until the client has paid the entire agreed price. Until such time, Eye4Media may invoke its retention of title and repossess the items.
  2. If the agreed advance payment amounts are not paid or not paid on time, Eye4Media is entitled to suspend the work until the agreed portion is still paid. This shall constitute creditor default. Late delivery in this case cannot be held against Eye4Media.
  3. Eye4Media is not authorized to pledge or otherwise encumber the goods subject to its retention of title.
  4. If items have not yet been delivered but the agreed advance payment or price has not been paid as agreed, Eye4Media has the right of retention. The item will then not be delivered until client has paid in full and in accordance with agreement.
  5. In the event of liquidation, insolvency or suspension of payment of the client, the client’s obligations are immediately due and payable.

Article 23 - Intellectual property.

  1. Unless otherwise agreed by the parties in writing, Eye4Media retains all intellectual absolute rights (including copyright, patent rights, trademark rights, design and model rights, etc.) to all designs, drawings, writings, carriers containing data or other information, quotations, images, sketches, models, etc.
  2. The said intellectual absolute rights may not be copied, shown and/or made available to third parties or otherwise used without Eye4Media’s written consent.
  3. The Client undertakes to keep confidential any confidential information made available to it by Eye4Media. In any case, confidential information means that to which this article relates, as well as the company data. The Client undertakes to impose a written duty of confidentiality of the scope of this provision on its personnel and/or third parties involved in the execution of this agreement.

Article 24 - Confidentiality.

  1. Each of the parties shall keep secret the information received (in whatever form) from the other party and all other information concerning the other party which it knows or can reasonably suspect to be secret or confidential, or information the dissemination of which it can expect to harm the other party, and shall take all necessary measures to ensure that its personnel also keep the said information secret.
  2. The duty of confidentiality mentioned in the first paragraph of this article shall not apply to information
  3. Which was already public at the time it was received by the recipient or has subsequently become public without a violation by the receiving party of a duty of confidentiality incumbent upon him;
  4. Which the receiving party can prove was already in its possession at the time of disclosure by the other party;
  5. Which the receiving party received from a third party where that third party was entitled to provide that information to the receiving party
  6. That is disclosed by the receiving party pursuant to a legal duty.
  7. The obligation of confidentiality described in this article applies for the duration of this agreement and for a period of three years after its termination.

Article 25 - Penalty for breach of confidentiality obligation.

  1. If client violates the article of these terms and conditions regarding confidentiality, then client forfeits to Eye4Media an immediately payable fine of €450 for each violation and in addition an amount of €500 for each day that the violation continues. This is regardless of whether the violation can be attributed to the client. Moreover, no prior notice of default or court proceedings are required for the forfeiture of this penalty. Nor does it require any form of damage.
  2. Forfeiture of the fine referred to in the first paragraph of this article is without prejudice to Eye4Media’s other rights, including its right to claim damages in addition to the fine.

Article 26 - Non-acquisition of personnel.

The Client shall not employ any employees of Eye4Media (or of companies Eye4Media has engaged in the execution of this agreement and who are (have been) involved in the execution of the agreement). Nor shall he otherwise have them work directly or indirectly for him. This prohibition applies during the term of the agreement until one year after its termination. There is one exception to this prohibition: the parties may make other agreements with each other in good business consultation. These agreements apply insofar as they are recorded in writing.

Article 27 - Applicable law and competent court.

  1. Any agreement between the parties shall be exclusively governed by Dutch law.
  2. The Dutch court in the district where Eye4Media is located/practicing/offices shall have exclusive jurisdiction over any disputes between the parties, unless otherwise required by law.