Terms & Conditions

GENERAL TERMS AND CONDITIONS FITZROY B.V.

1. Definitions

1.1. The Client is understood to mean: the person or company that issued the Assignment for the Work.

1.2. Contractor is understood to mean: the person or company that has accepted the Assignment.

1.3. Parties are understood to mean: the Client and the Contractor jointly.

1.4. Assignment is understood to mean: the request from the Client to the Contractor to perform certain Work, whether or not against payment.

1.5. Documents: all materials, information or data made available by the Client to the Contractor.

1.6. Work is understood to mean: everything that the Contractor undertakes or has undertaken for the benefit of the Client, within the framework of the Assignment (s) provided by the Client with a view to its communication interests.

1.7. Quotation is understood to mean: a document drawn up by the Contractor in which the Activities are described and the costs associated with those Activities are estimated.

2. Application

2.1. These general terms and conditions apply to all Quotations from the Contractor and all Assignments, as well as to all agreements concluded between the Parties by whatever name, as well as to all Work resulting therefrom for the Contractor.

2.2. Provisions deviating from these general terms and conditions, including those included in the general (purchase) terms and conditions used by the Client or in the general (purchase) terms and conditions applied by third parties, are not binding on the Contractor, unless agreed otherwise in writing.

3. Client details

3.1. The Client is obliged to make available to the Contractor all Documents which the Contractor considers necessary for the correct execution of the Assignment granted in the desired form, in the desired manner and in a timely manner.

3.2. The Client guarantees the correctness, completeness and reliability of the Documents provided by him, even if they originate from third parties.

3.3. The Client indemnifies the Contractor against damage resulting from incorrect or incomplete Documents.

3.4. The additional costs and extra hours incurred by the Contractor, as well as the other damage for the Contractor, are at the expense and risk of the Client due to the Client's failure to provide, not timely or properly providing the Documents necessary for the performance of the Work.

3.5. At the first request of the Client, the Contractor will return the original Documents provided by the Client to the Client.

4. Quotations

4.1. All Offers from the Contractor are always without obligation, unless explicitly agreed otherwise in writing.

4.2. If requested, the Contractor will record the Activities (in more detail) in writing before the start of the Work.

4.3. An agreement is concluded when the Contractor sends written confirmation of the order or assignment from the Client.

4.4. If the Work of the Contractor has commenced without prior written recording, the content of the Quotation together with the content of these general terms and conditions will determine the content of the Assignment. The Contractor will keep the Client informed of the progress of the costs incurred and will notify the Client of any imminent exceeding of the amount offered.

4.5. Overruns of amounts stated in an Offer as a result of sales conditions of suppliers and other third parties engaged, do not count as exceeding, even if those conditions are not included separately in an Offer. The aforementioned sales conditions are deemed to be known to the Client and to form part of these conditions from the outset. In the event of any conflict of such terms and conditions of sale with these terms and conditions, the present terms and conditions will prevail.

5. Prices and payments

5.1. All prices used by the Contractor are exclusive of VAT and exclusive of any shipping, transport and postage costs.

5.2. The Contractor has the right to request an advance from the Client.

5.3. The Contractor is entitled to pass on price changes to the Client that have occurred after the Quotation has been issued.

5.4. All payments must be made into an account to be designated by the Contractor.

6. Assignments and changes

6.1. An Assignment is deemed to have been accepted by the Contractor and granted by the Client either by means of a written confirmation of the Assignment to the Client or by the Contractor commencing the performance of the Work.

6.2. Changes to the Assignment must be communicated to the Contractor by the Client in a timely manner and in writing. If the Client fails to do so, any incorrect implementation of the changes will be at the expense and risk of the Client.

6.3. Changes to the Assignment are effective by and from their acceptance by the Contractor, which acceptance may be apparent from, among other things, the implementation of the desired changes.

6.4. Additional or less costs as a result of changes to the Assignment will be charged or credited to the Client.

6.5. Changes to the Assignment may result in the initially indicated terms being exceeded by the Contractor. The Contractor is not liable for this.

6.6. If, for whatever reason, the Client decides to cancel an Assignment issued and / or to refrain from further execution thereof before the Assignment is ready, the Client is obliged to pay to the Contractor all reasonable costs already incurred by the Contractor, including to pay the hours already spent and all costs owed by the Contractor to third parties as a result, as well as the lost profit of the Contractor, all this without prejudice to the other rights that the law grants to the Contractor.

7. Relationship management

7.1. The Contractor makes a contact report of the contacts with the Client, unless explicitly agreed otherwise in writing.

7.2. In the event of telephone contact, a contact report will only be made if the content of the conversation gives cause to do so in the opinion of the Contractor.

7.3. If the Client does not immediately respond to the receipt of a contact report, the content of the report will be deemed correct and complete and the Parties will be bound by its content. Only if the schedule of the Assignment allows for a waiting period of one working day to be observed, the content of the report will only be considered correct and complete after one working day has elapsed.

7.4. The Contractor will send the contact reports to a person or persons designated for this purpose by the Client.

8. Involvement of third parties

8.1. If third parties are called in at the request of the Client or if, in the opinion of the Contractor, this is useful or necessary for the performance of an Assignment, or if this arises from the nature of the Assignment, the Contractor is entitled to act on behalf of and at of the Client to issue Assignments to third parties. The engaged third party must then be paid directly by the Client, unless explicitly agreed otherwise in writing.

8.2. If the Contractor engages third parties in the performance of the Assignment in its own name, the costs for the goods and / or services delivered by the third party will be charged to the Client by the Contractor, possibly plus an agreed desk surcharge.

8.3. If and insofar as conditions used by a third party engaged in the performance of an Assignment apply and / or this third party is bound by conditions or regulations that apply to the mutual legal relationship between this third party and the Contractor, the Contractor can conditions and / or the relevant regulations also invoke against the Client. For the rest, the present general terms and conditions remain fully applicable to the legal relationship between the Parties.

9. Payments

9.1. Payment must be made, without the Client being entitled to any deduction, discount or settlement, within thirty days of the invoice date, unless expressly agreed otherwise in writing. The day of payment is the day on which the amount due is credited to the Contractor's account.

9.2. If the Client does not fulfill its payment obligation on time, the Client is immediately in default, without notice of default being required. From the moment of default, the Client owes the statutory commercial interest plus 2% on the principal sum.

9.3. The Contractor is at all times entitled to charge specific costs by way of partial invoicing and / or pre-invoicing to the Client, which invoices must be paid before the Contractor starts or continues its Work, or to stipulate that these costs are paid directly to the Client. Client will be charged. Such costs in any case include the costs for production, exposure and distribution actions.

9.4. Regardless of the agreed payment conditions, the Contractor may require the Client to provide security for the payments.

9.5. All costs, including but not limited to the legal costs and the (extra) judicial costs, which the Contractor incurs with regard to the collection of amounts due will be borne by the Client. The extrajudicial costs amount to at least 10% of the amount due, with a minimum of € 250 (excluding VAT).

10. Suspension, cancellation and dissolution

10.1. The Contractor is entitled, without observing a notice period, to suspend or discontinue the execution of the Assignment if the Client does not observe the payment conditions and / or fails to provide the required security.

10.2. If the Client does not, not timely or not properly fulfill its contractual obligations towards the Contractor, the Client will be in default from the moment of non-compliance, late or improper compliance without the need for a notice of default. The Contractor then has the right, among other things, to terminate the agreement (s) concluded between the Parties without judicial intervention, by dissolution or cancellation. In that case, the Client is obliged to reimburse the costs incurred by the Contractor up to that moment, amounts advanced and the fee owed at that time, without prejudice to the Contractor's right to compensation. The damage to be compensated by the Client also includes the positive contractual interest. The provisions of article 17, paragraphs 4 and 5, serve as a guideline for determining the positive contractual interest.

10.3. The Contractor is authorized, after careful consideration of interests, to suspend the fulfillment of all its obligations, including the delivery of Documents or other matters to the Client or third parties, until all due and payable claims against the Client have been paid in full. This does not apply with regard to Documents of the Client that have not (yet) been processed by the Contractor.

10.4. In the event of termination, by dissolution or cancellation, of the agreement due to an attributable shortcoming on the part of the Contractor, there will be no reversal of what the Contractor has already delivered and / or performed or of what the Client has already paid. The amounts due at the time of dissolution are immediately due and payable and cannot be used to set off any claim that the Client has against the Contractor.

10.5. A Party is entitled to dissolve the agreement (s) in whole or in part in the event of bankruptcy or suspension of payments of the other Party, as well as in the event of closure or liquidation of the other Party's business.

11. Delivery times

11.1. Deadlines stated by the Contractor are only indicative deadlines and not strict deadlines, unless explicitly agreed otherwise in writing. Exceeding the terms does not release the Client from its obligations towards the Contractor.

11.2. If a period / date has been agreed between the Client and the Contractor within which the Assignment must be carried out and the Client fails to: (a) make an advance payment - if agreed - or (b) the necessary Documents timely, complete, in the desired form and available in the desired manner, the Client and the Contractor will enter into consultation about a new term / date within which the Assignment must be carried out.

11.3. In the event that any term is exceeded, the Client must give the Contractor written notice of default.

12. Duty of care

12.1. The Contractor will perform the Work with due care, taking into account the interests of the Client.

12.2. Where appropriate, the Contractor will make every effort to notify the Client of possible legal risks of the (intended) use of the results of an Assignment (for example in the event of conflict with applicable statutory and self-regulation regulations or violation of (intellectual property rights) The Client remains responsible at all times for the use of the results of the Work, and the Contractor is not liable for this and any other form of consequential loss, trading loss or indirect loss.

12.3. Parties owe mutual confidentiality with regard to the data, information, the Activities and the work (including ideas, advice, concepts and other proposals originating from the Contractor), insofar as these are confidential by nature, one and other insofar as not stipulated otherwise in these terms and conditions and / or not otherwise agreed in writing by the Parties.

13. Complaints and evidence

13.1. Complaints, of whatever nature, with regard to the performance of any obligation under the agreement concluded between the Parties, must be clearly described and well motivated, as soon as possible, but in any case within 10 (ten) working days after receipt of the order. (partial) invoice must be made known to the Contractor in writing after termination of the (partial) Assignment or after discovery by the Client, under penalty of forfeiture of any claim.

13.2. After expiry of the aforementioned terms, complaints will no longer be handled and the Client will have processed his rights in this regard, unless the term is unreasonably onerous in the case in question.

13.3. Unless proof to the contrary, the data from the Contractor's records are decisive.

13.4. Complaints regarding invoices from the Contractor do not suspend the Client's payment obligations.

14. Liability

14.1. The Contractor is not liable for errors and / or shortcomings in the performance of the Assignment that are caused by the behavior and actions of the Client and / or third parties engaged by or on behalf of the Client, including but not limited to the following cases:

- not or not timely submission of Documents;

- shortcomings in designs that have already been approved by the Client before the completion of the Assignment or that the Client has failed to approve (if requested) before the completion of the Assignment;

- the transport of works and / or goods;

- shortcomings with regard to (payment) obligations, including non-timely and / or incomplete payment of amounts owed to third parties;

- errors in and / or in the placement of communications in all possible media.

14.2. All claims by virtue of the Contractor's liability will lapse after the expiry of a period of 12 months after termination of the Work or completion of the Assignment. The Contractor is never liable for indirect damage, except in the case of intent and / or gross negligence. Indirect damage includes, among other things, consequential damage, lost profit, lost savings and damage due to business interruption.

14.3. The liability of the Contractor will never exceed the amount that the Contractor has charged to the Client for the Work carried out by the Contractor in the context of the relevant Assignment less out-of-pocket costs, (advanced) costs and amounts. whether or not for the satisfaction of engaged third parties. If the Contractor is insured in this respect, the liability is expressly limited to a maximum of the amount paid out by the insurer in the relevant case.

14.4. Client is obliged to take damage limiting measures. The Contractor has the right to undo or limit the damage by repairing or improving the Work performed.

15. Force majeure

15.1. In the event that the Contractor is prevented by force majeure from fully and / or timely performing the agreed Work, the Contractor has the right to suspend the execution of the relevant agreement or to dissolve the agreement in whole or in part by means of a written notice. statement, without the Contractor being obliged to pay any compensation or guarantee.

15.2. Force majeure is understood to include: strike, fire, machine breakdown and other operational disturbances, transport failures and other events beyond the control of the Contractor or its suppliers, as well as sudden increases in import duties and excise duties and / or taxes, delay or failure to deliver. by suppliers, not obtaining the necessary permits and other government measures.

16. Intellectual Property, License and Use

16.1. If and insofar as Documents etc. are made available to the Contractor by the Client with regard to the performance of an Assignment, the Client guarantees that no (intellectual) property rights or other rights of third parties rest thereon, or that the Client also has has received permission from those third parties from the Contractor with regard to the use of those materials, etc. Furthermore, the Client guarantees that the use of those materials, etc. does not infringe (legal) regulations, rules and / or guidelines.

16.2. The intellectual property rights to the works that the Contractor develops for the Client in the context of an Assignment are vested in the Contractor. The Contractor is entitled to establish (related) intellectual property rights to acquire and maintain its legal position.

16.3. Even after a possible transfer of the rights as referred to in the previous paragraph, the Contractor remains entitled (with due observance of the rights of third parties) to use the result of the Assignment for submission for prize festivals, curriculum, museum and editorial purposes, (not -) commercial internal use and (historical) self-promotion of the Contractor (for example via the website of the Agency or other online channels such as YouTube). The entitlement of the Contractor also applies to the Client and to others who have made a substantial creative or technical contribution.

16.4. If and insofar as the Client complies with all its contractual obligations, the Contractor grants the Client an exclusive license to use the approved results of the Assignment in accordance with the agreements between the Parties about the purpose of use, period, area and media as stated. in the assignment. If the Parties have not agreed on anything in this respect, the license is limited to the first use of the work foreseen by the Parties.

16.5. The Client is not entitled to adjust the work manufactured under the Order without the prior written consent of the Contractor.

16.6. If the Client acts in violation of its contractual obligations, the Contractor is entitled to temporarily suspend or terminate the granted exclusive license to use the work as described in Article 16.4.

16.7. The parties may at all times make further agreements about any (partial) transfer of the intellectual property rights to the works created by the Contractor for the Client. Where appropriate, this also includes the source codes of software and websites developed by the Contractor.

17. Nature and duration of the agreement

17.1. The Contractor represents the Client's communication interests within the boundaries of the Assignment issued and with due observance of the applicable laws and (professional) regulations. The Contractor will make every effort to perform the Work in accordance with the Client's wishes. Unless expressly agreed otherwise, the Contractor is at all times free to perform and design the Work as it sees fit.

17.2. The Client is not entitled to have the agreed Work (also) performed by a third party without the prior consent of the Contractor.

17.3. The agreement between the Parties is entered into for an indefinite period of time or for the duration of the Assignment and / or completion of the Work, at the discretion of the Parties.

17.4. If no specific term has been agreed with regard to the collaboration and this has lasted longer than six months, a notice period of at least six months must be observed. Termination must be effected by registered letter. During this notice period, the Client is obliged to fulfill its (payment) obligations towards the Contractor as if there were no termination.

17.5. The remuneration of the Contractor during the notice period as described in the previous paragraph is at least equal to 1/12 of the amount that the Contractor has invoiced to the Client per month in the preceding consecutive period of twelve months. If the cooperation has lasted for a shorter period, the fee per month is at least equal to the amount invoiced on average per month during that period.

17.6. The Client is obliged to notify the Contractor in good time at all times of circumstances that could have a significant negative influence on the (amount of) Work to be performed by the Contractor for the Client, including, for example, the reduction of the budget of the Client for its communication interests. If the Client fails to do so, he will forfeit a contractual penalty towards the Contractor, the amount of which is in accordance with the arrangement as laid down in the two previous paragraphs, without prejudice to the Client's obligation to compensate any actual damage to the Contractor.

18. Settlement of relationship

18.1. All materials, including designs, reproduction materials, texts, descriptions, artistic performances, films, source codes and publicity materials that are with the Contractor at the end of the agreement or the Assignment, will be made available to the Client free of charge by the Contractor upon first request. after all that the Client owes the Contractor (for whatever reason) has been paid.

18.2. The Contractor will keep the materials as described in the previous paragraph at the end of the agreement or Assignment for a maximum period of four weeks. Within this period, the Client must indicate whether it wishes to receive the aforementioned materials. If the Client wishes the Contractor to keep these materials for a longer period, the Parties will make further (financial) agreements in this regard. In any other case, the Contractor is free to dispose of these materials.

18.3. At the end of the relationship, the Contractor will, where appropriate, without delay, issue the media in writing an Order to transfer the remnants of the contracted media space / time to be transferred to the Client or a third party to be designated by the latter.

18.4. If the relationship between the Parties ends - for whatever reason - these terms and conditions will continue to govern the legal relationship between the Parties, insofar as this is necessary for the settlement of the relationship. This applies in any case to the provisions of Article 16.

19. Assignment and Duties

19.1. None of the Parties is entitled to transfer the rights and obligations arising from agreements and Assignments to which these terms and conditions apply, in whole or in part, to third parties, without the prior written consent of the other party.

19.2. In the situation that the (relevant activities) of the Client's company for whatever reason, in whatever way and in whatever form are brought together with, or are continued in another company, this arises with regard to compliance with the The obligations of the Client referred to under 19.1 are joint and several liability for the original and subsequent company.

20. Competent court / Vienna Sales Convention

20.1. All agreements to which these terms and conditions apply and agreements resulting from them are exclusively governed by Dutch law.

20.2. All disputes arising from or related to agreements concluded under these terms and conditions or agreements resulting from them, can only be brought before the competent court in the district in which the Contractor is established.

20.3. Insofar as the agreement (s) concluded between the Parties also relate to international purchase agreements for movable property, the applicability of the Vienna Sales Convention is explicitly excluded.

These terms and conditions have been filed with the Chamber of Commerce and Industry in Amsterdam.

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