General Terms and Conditions of MoviLab General Partnership

General Terms and Conditions version 26-09-2017


Art. 1: Definitions

Art. 2: General

Art. 3: Quotations, offers

Art. 4: Price

Art. 5: Budget

Art. 6: Price Modification, Agreement

Art. 7: Termination

Art. 8: Suspension

Art. 9: Termination

Art. 10: Payment Term

Art. 11: Delivery Period

Art. 12: Intellectual Property

Art. 13: Promotional Use

Art. 14: Delivery of Materials

Art. 15: Client's Ownership, Security Interest

Art. 16: Force Majeure

Art. 17: Confidentiality

Art. 18: Liability

Art. 19: Indemnification

Art. 20: Applicable Law, Disputes

Article 1: Definitions
In these General Terms and Conditions, the following terms shall have the meanings ascribed to them:
a. Contractor:
MoviLab General Partnership, registered and operating at Molenveldlaan 10b, 6523RM Nijmegen.

b. Client:
the party that has instructed the Contractor to perform services.
c. Assignment:
The request by the Client to the Contractor to perform services for payment.
d. Deliverable:
Anything of any nature whatsoever created and/or resulting directly or indirectly from the Services provided by the Contractor under the Agreement, in the broadest sense of the word.
e. Quotation:
An offer from the Contractor, with or without specified services and the budget for those services.
f. Agreement:
The agreement concluded between the Client and the Contractor.
g. Services:
Everything the Contractor creates, performs, undertakes, or has created, performed, or undertaken for the benefit of the Client in the context of the Agreement, in the broadest sense of the word.
h. Information carriers: Disks, optical disks, and all other means intended for the recording, editing, transmitting, or reproducing of texts, images, audio, or other data, in the broadest sense of the word.

Article 2: General
1. These General Terms and Conditions apply to the formation, content, and performance of all Agreements concluded between the Client and the Contractor, to which the Contractor has declared these General Terms and Conditions applicable.
2. General (purchasing) conditions of the Client shall only apply if expressly and in writing agreed upon that they shall apply to the Agreement to the exclusion of these General Terms and Conditions.
General Terms and Conditions shall apply to the Agreement between the parties.
3. If one or more provisions of these General Terms and Conditions are declared void or voidable, the remaining provisions of these General Terms and Conditions shall remain in full force and effect. The Contractor and the Client shall agree on new provisions to replace the void or voidable provisions, while taking into account the purpose and intent of the original provisions.

Article 3: Quotations, offers
1. The mere issuance of a quotation, budget, preliminary calculation or similar communication, whether or not referred to as a quotation, does not oblige the Contractor to conclude an agreement with the Client.
2. Offers from the Contractor are always without obligation and can only be accepted without deviations. An offer is in any case deemed to have been rejected if it has not been accepted within one month. An offer is understood to mean a proposal made to the Contractor to enter into an agreement, which is determined in such a way that acceptance immediately creates an agreement.

Article 4: Price
1. All prices quoted are exclusive of sales tax (VAT) and other levies imposed by the government, as well as excluding any other costs to be incurred in the context of the Agreement, unless stated otherwise.
2. The price that the Contractor has quoted for the performance to be delivered applies exclusively to the performance in accordance with the agreed specifications.
3. In the case of composite offers, there is no obligation to deliver part of the total performance for the amount stated for this part in the offer or for a proportionate part of the price stated for the whole.
4. If no price has been agreed between the parties, but the parties have concluded one or more Agreements with the same or virtually the same content in a year prior to the Agreement, the price will be calculated on the basis of the production methods used and the calculation rates applied.

Article 5: Budget
1. If desired, the Contractor will prepare a budget with regard to an Assignment, in which the proposed working method is briefly stated and a price is estimated.
2. The budget contains a specification of fees based on the hourly rates applied by the Contractor and all additional costs.
3. If certain costs or cost items cannot be foreseen when drawing up the budget, for example because they depend on the progress of the project or on quotations from third parties or otherwise cannot be predicted with certainty, they can be included as a pro memoria. This will then be charged afterwards and in reasonableness.
4. The budget can be changed by the Contractor when and insofar as it is based on circumstances or facts that have subsequently changed.
5. If, at the request of the Client, Work is carried out by the Contractor before the budget approval procedure referred to here has been completed, the Contractor will be entitled to reasonably charge its fees and costs, even if they are not included in the budget or an approved budget is not achieved at all.

Article 6: Price changes, Agreement
1. The Contractor is entitled to increase the agreed price if one or more of the following circumstances occur after the conclusion of the Agreement: increase in the costs of materials, semi-finished products or services required for the execution of the Agreement, increase in shipping costs , of wages, of employer's social security contributions, of the costs associated with other employment conditions, introduction of new and increase of existing government levies on raw materials, energy or residuals, a significant change in currency exchange rates or, in general, circumstances comparable to this are.
2. If the Client wishes to change the Agreement, which also includes changing/correcting the originally agreed script, amended instructions after receipt of the pre-assembly and other tests, the Contractor will cooperate within reasonable limits, provided that the content of the performance to be delivered by it does not materially deviate from the originally agreed performance.
3. An amendment to the Agreement as referred to in the previous paragraph will only be effected after the Client has communicated the desired amendment in writing and the Contractor has agreed to this in writing. Any additional or reduced costs as a result of changes to the Agreement will be charged or credited to the Client.

Article 7: Termination
1. Parties may terminate the Agreement at any time, provided this is done in writing (registered delivery with acknowledgment of receipt) and stating the reasons. A notice period of thirty days must be observed.
2. If the Agreement is terminated prematurely by the Client, the Contractor is entitled to compensation for the resulting loss of occupancy. The amount for compensation is fixed at 15% of the agreed fee. In addition, the Contractor retains the right to payment of its invoices for the work performed to date. The provisional results of the work carried out to date will be made available to the Client after payment by the Client to the Contractor of everything owed under the Agreement.
3. If the Agreement is terminated prematurely by the Client, the Client is obliged to reimburse the costs incurred by third parties, if the Contractor has already engaged one or more third parties in the context of the Agreement for the Work to be carried out.
4. If the Agreement is terminated prematurely by the Contractor, the Contractor will, in consultation with the Client, ensure that the Work still to be performed is transferred to third parties, unless there is an attributable failure in the Client's performance. If this transfer entails additional costs for the Contractor, the Client is obliged to reimburse these costs.

Article 8: Suspension
1. The Contractor is entitled to suspend or discontinue further performance of the Agreement if the Client fails to meet its payment obligation(s) in any way.

2. Suspension and/or strike by the Contractor as described in paragraph 1 of this article does not affect the Client's payment obligation(s). The consequences of suspension and/or strike are entirely at the expense and risk of the Client.

Article 9: Dissolution
1. If there is an attributable shortcoming on the part of the Client in the fulfillment of one of its obligations under the Agreement, the Contractor will give the Client notice of default in writing and set a reasonable period within which the Client can still fulfill its obligation. If the Client fails to fulfill its obligations within this period, the Contractor has the right to terminate the agreement in whole or in part, unless the failure, given its special nature or minor significance, does not justify this termination and its consequences, all without prejudice. the Contractor's legal right to claim compensation for the damage suffered.
2. A shortcoming cannot be attributed to a party if the shortcoming is the result of a circumstance that is not attributable to its fault, nor for which it is responsible under law, legal act or generally accepted views.
3. Each of the parties may dissolve the Agreement in whole or in part in writing (by registered post with acknowledgment of receipt) without notice of default if the other party is granted a suspension of payment - provisionally or otherwise - if bankruptcy is filed for the other party or if the other party's company is liquidated or terminated other than for the purpose of reconstruction or merger of companies. The Contractor is never obliged to make any refund of monies already received or to pay compensation due to a termination on the basis of this paragraph.
4. If at the time of the termination as referred to in paragraph 1, the Client has already received Objects and/or performances otherwise in performance of the Agreement, these Objects and/or performances and the associated payment obligation will not be subject to cancellation. unless the Client proves that the Contractor is in default with regard to those Objects and/or performances. Amounts that the Contractor has invoiced before the termination in connection with what he has already properly performed or delivered in the execution of the agreement, remain due without prejudice to the provisions of the previous sentence and become immediately due and payable at the time of termination.

Article 10: Payment term
1. Unless otherwise agreed, the Client must pay the price and other amounts due under the Agreement within 14 days after the invoice date, without being able to rely on any discount, settlement or suspension. In the event of late payment as referred to above, the Client is in default without notice of default being required by the Contractor.
2. The Client is at all times and regardless of the agreed payment conditions, obliged to provide security for payment of the amounts to be paid to the Contractor under the Agreement at the Contractor's first request. The security offered must be such that the claim and any interest and costs incurred thereon are properly covered and that the Contractor will be able to recover this without difficulty. Any security that subsequently becomes insufficient will have to be supplemented to sufficient security at the first request of the Contractor.
3. If the Client does not pay on time as referred to in paragraph 1 of this article, he will owe statutory interest on this amount from the invoice date due to the delay in payment of the amount owed by him. The Contractor is entitled to charge one-twelfth of this interest for each month or part of a month in which the Client has not fully fulfilled its obligation to pay.
4. In the event of late payment as referred to in paragraph 1 of this article, the Client, in addition to the amount owed and the interest accrued thereon, is obliged to pay full compensation for both extrajudicial and judicial collection costs, including the costs for lawyers, bailiffs and collection agencies. . The extrajudicial costs are set at at least 15% of the principal sum plus interest, with a minimum of € 100.

Article 11: Term of delivery
1. A delivery term specified by the Contractor is only indicative, unless it is expressly stated in writing that it concerns a deadline. Even in the case of an agreed deadline, the Contractor is only in default after the Client has given him notice of default.
2. The Contractor's binding to an agreed delivery deadline will lapse if the Agreement is amended in accordance with Article 6, paragraphs 2 and 3, unless otherwise agreed in writing or the minor significance of the change or the minor delay does not reasonably require the Contractor to make the amendment. of its initial planned deployment of production capacity over time.
3. During the execution of the Agreement by the Contractor, the Client is obliged to do everything that is reasonably necessary or desirable to enable timely delivery by the Contractor, including promptly answering questions from the Contractor and providing information at its request. of information.
4. In the event of non-compliance by the Client with the provisions of the previous paragraph of this article and of paragraph 2 of Article 10, an agreed deadline for delivery is no longer binding and the Client is in default without written notice of default from the Contractor. is needed. The Contractor is then entitled, without prejudice to the rights accruing to it under the law, to suspend performance of the agreement until the Client has remedied this default. The Contractor will then execute the Agreement within a reasonable period.

Article 12: Intellectual property.
1. Unless (in writing) agreed otherwise, all intellectual property rights arising from the Agreement - including but not limited to patent, design, model, trademark, database, and copyright rights - shall belong to the Contractor. Insofar as such a right can only be obtained through filing or registration, only the Contractor is authorized to do so.
2. Notwithstanding the provisions of the preceding article and unless otherwise agreed (in writing), in particular, the copyrights relating to the Object shall belong to the Contractor if the Client or a third party, without there being a written transfer of copyright, makes the Object publicly available or has it made public as described in Article 8 of the Copyright Act 1912.
3. Unless otherwise agreed (in writing), the Agreement does not include conducting research into the existence of intellectual property rights, including but not limited to patent, design, model, trademark, database, and copyright rights, or third-party portrait rights. The same applies to any investigation into the possibility of such forms of protection for the Client.
4. Unless otherwise agreed (in writing) and/or the Object and/or work is not suitable for it, the Contractor is at all times entitled to have its name mentioned or removed in the customary manner in the colophon, in a title role, or otherwise on or near the Object and/or work. Without prior consent, the Client is not permitted to publicly disclose or reproduce the Object and/or work in any other way without mentioning the name of the Contractor.
5. If the Contractor so desires, the Object and/or work to be reproduced or otherwise, where applicable, shall be provided with the symbol ©, indicating the name of the Contractor and the year of first publication, or the year and/or number of an international deposit.
6. The Contractor is entitled to protect or secure its Object(s) by means of (technical) provisions or measures. The Client is not permitted to circumvent, evade, or remove these technical provisions or measures implemented by or on behalf of the Contractor.
7. Unless otherwise agreed upon in writing, the drawings, illustrations, prototypes, models, designs, design sketches, films, and other materials or (electronic) files created by the Contractor in the context of the Agreement shall remain the property of the Contractor, regardless of whether they have been provided to the Client or to third parties.
8. After the completion of the Agreement, neither the Client nor the Contractor shall have an obligation to retain the information, materials, and data used in relation to the Agreement.

Article 13: Promotional Use
1. The Contractor shall, notwithstanding any agreements concerning the rights, be entitled to use the Object/its design for its own promotion and/or publicity. It shall only require permission from the Client for this purpose if the Client has not yet used the design itself, and such permission shall not be unreasonably withheld.

Article 14: Delivery of Materials
1. All materials and all digital information and data files related to the Agreement and which are required to be made available to Contractor within the framework thereof shall be transferred to Client upon first request from Client, but only after Client has fulfilled all its obligations towards Contractor. The same applies to Client with regard to materials of Contractor, of whatever nature, (such as digital information and data files, working drawings, artwork, etc.), unless otherwise agreed upon.

Article 15: Client Ownership, Lien
1. The Contractor shall keep the items entrusted to it by the Client in the context of fulfilling the Agreement with the care of a prudent custodian.
2. Without prejudice to the provisions of the preceding paragraph of this article, the Client shall bear all risks during the custody of the items referred to in paragraph 1.
shall, if desired, take out insurance for this risk themselves.
3. The Client is obliged to ensure that, prior to providing Opdrachtnemer with a photographic image or an information carrier, a duplicate of these items is made. The Client must keep these duplicates in their possession in case the items provided to Opdrachtnemer are lost during storage or become unusable due to damage. In such cases, upon request, the Client shall provide Opdrachtnemer with a new copy against reimbursement of material costs.
4. The Client grants Opdrachtnemer a right of pledge on all items that come into its possession in the context of fulfilling the Agreement with Opdrachtnemer
as additional security for all amounts owed by the Client to Opdrachtnemer in any capacity and for any reason, including non-due and conditional debts, grants Opdrachtnemer a right of pledge on all items brought into its possession in the context of fulfilling the Agreement.

Article 16: Force Majeure
1. Failures of the Contractor in the performance of the Agreement cannot be attributed to it if they are not due to its fault, nor if they are not for its account pursuant to the law, the Agreement, or prevailing opinions in the industry.
2. Shortcomings of the Contractor in the performance of the Agreement as a result of war, mobilization, riots, flooding, closed navigation, other disruptions in transportation, stagnation in, or restriction or cessation of delivery by public utilities, shortage of coal, gas, petroleum products, or other means of energy production, fire, machinery breakdown, and other accidents, strikes, lockouts, union actions, export restrictions, other government measures, non-delivery of necessary materials and semi-finished products by third parties, intent or gross negligence of auxiliary persons, and other similar circumstances, shall be considered as not attributable to the Contractor and shall not entitle the Client to rescind the Agreement or claim damages.

Article 17: Confidentiality
1. Parties are obliged to maintain confidentiality regarding all confidential information they have obtained from each other or from other sources in the context of the Agreement. Information is considered confidential if disclosed by the other party or if it arises from the nature of the information.
2. If, based on a statutory provision or a judicial decision, the Contractor is obliged to disclose confidential information to third parties designated by law or by the competent court, and the Contractor cannot invoke a legal or court-recognized or permitted right of non-disclosure, the Contractor shall not be liable for damages or indemnification, and the other party shall not be entitled to terminate the agreement on the grounds of any damage thereby incurred.

Article 18: Liability
1. The Contractor shall not be liable for any damages suffered by the Client as a result of a breach of the Agreement or otherwise, except in the event that the damages result from gross negligence or intent of the Contractor.
2. Under no circumstances shall the Contractor be liable for indirect damages suffered by the Client or third parties, including but not limited to business interruption, consequential damages, loss of profits, savings, or damages due to business interruption.
3. Under no circumstances shall the Contractor be liable to the Client for the shortcomings of third parties with whom the Contractor enters into agreements on behalf of the Client in the context of the Agreement.
4. The liability of the Contractor for a failure to fulfill its obligations under the Agreement is limited to a maximum of the invoice amount invoiced or to be invoiced to the Client under the Agreement in which the Contractor has failed to perform its obligations attributable to it.
5. Liability is further limited to the amount that is paid out under the contractor's liability insurance policy in each case.
6. The Client indemnifies the Contractor against claims from third parties related to an Agreement and/or arising from the execution of an Agreement.

Article 19: Indemnities
1. Client indemnifies Contractor and/or third parties engaged by Contractor under the Agreement against all claims by third parties relating to portrait rights and/or intellectual property rights in the information, data, or materials provided by Client that are used in the execution of the Agreement.
2. Client indemnifies Contractor and/or third parties engaged by Contractor under the Assignment against all claims by third parties arising from the application or use of the Object.
3. If Client provides Contractor with information carriers, digital databases, or software, etc., they guarantee that these information carriers, digital databases, or software are free from viruses and defects.

Article 20: Applicable Law, Disputes
1. The Agreement between the Contractor and the Client shall be governed by Dutch law.