MUTANT WORM’S TERMS AND CONDITIONS
1.1 In these general conditions shall apply:
Client: the natural or legal person who commissioned Mutant Worm to carry out work.
Contractor: Mutant Worm, based in Groningen.
2 Application of these conditions
2.1 These general conditions are fully applicable to all offers, activities, quotations and contracts of the contractor, unless other written arrangements have been made prior to the establishment of a contract.
2.2 Any exceptions to these general conditions are only valid if expressly agreed in writing.
2.3 The applicability of any purchase or other conditions of the client is explicitly rejected.
3 Establishment of the agreement
3.1 All quotations are without obligation, unless explicitly stated otherwise.
3.2 The agreement comes into effect at the time the client informs the contractor in writing that the contract was accepted.
3.3 Changes to a negotiated agreement are effective only if these were agreed upon in writing by both the client and the contractor.
3.4 Quotations shall not apply automatically to future assignments.
4.1 The prices in these offers are exclusive of VAT and any travel and accommodation expenses, unless otherwise indicated. These costs are separately added to the final bill.
4.2 For music in a video production used to be paid to rights society Buma Stemra. These copyrights are additional costs not be included in the offer. The amount of the fee, determined by Buma Stemra. These costs will be added separately to the final bill.
4.3 The contractor shall draw up his proposals based on an estimate of the required hours for execution of the agreement. The contractor determines these hours in all fairness. It can however happen that the client has additional requirements during the execution of the contract which are not included in the offer. The resulting extra working hours and any additional costs will be charged to the client according to the usual rates.
5 Execution of the agreement
5.1 The contractor will performed the activities to the best of his knowledge and ability and according to the requirements of good workmanship. The contractor however can not guarantee the achievement of the intended result.
5.2 The contractor shall determine how and by whom the contract is executed, but in doing so will adhere to the wishes expressed by the client as much as possible. If a good execution of the contract is required, the contractor is entitled to have certain work done by others.
5.3 The client shall ensure that all information, resources and facilities, as well as changes therein, which the contractor indicates are necessary, or which the client can reasonably understand to be necessary in the performance of the contract, will be timely provided to the contractor. If for the execution of the agreement required information, resources and facilities are not timely or properly provided to the contractor, the contractor has the right to suspend execution of the agreement and/or to charge the client for additional costs resulting from the delay in the usual rates.
6.1 The liability of the contractor in respect to the client, is limited to compliance with the obligation to make his best efforts to perform that which was agreed upon with the client. The client is not entitled to claim any compensation for damages other than those in respect of a breach of that commitment.
6.2 The liability for any damage caused by accountable shortcomings, is limited to the amount of the fee received for the contractor’s work in the context of that assignment.
6.3 Client shall indemnify the contractor and hold harmless from all third party claims that arise from or are directly or indirectly related to the work of the contractor for the client.
6.4 The contractor is beholden to store all company and personal data made available by the client with due care. Contractor is not liable for damage or loss of documents, for example during transport or during shipping, regardless of whether the shipment is made by or on behalf of client, contractor or third parties.
7.1 The contractor is required to disclose any information and data from client against third parties unless the contractor obligated by law or a code of conduct or professional code to provide information to third parties. In respect to the assignment, the contractor will take all possible precautions to protect the interests of the client.
8 Intellectual Property
8.1 Concepts, ideas, suggestions, supplies and products, including video production and educational materials developed for a client, are copyrighted and remain formally and legally in possession of the contractor. In case of violation or abuse of this copyright the contractor holds the client in question responsible. This liability has legal consequences.
8.2 All mentioned properties of the contractor in 8.1 are copyrighted. These things may not be duplicated, reproduced or modified without permission of the maker, the contractor.
8.3 The contractor grants the client a non-transferable and non-exclusive right to use the things listed in 8.1.
8.4 The contractor reserves the right to use knowledge increased by the execution of the work for other purposes, provided that no confidential information is transferred to third parties.
8.5 The client and users without the express written permission from authorized contractor (any part of) the things mentioned in 8.1 in any way be used for (external) (re) use directed at or intended for any third party (not being a user), other than within the limits of the right to quote or any other legal restrictions on copyright or the Dutch wet op de naburige rechten (law on the related rights).
8.6 Unless otherwise expressly agreed to the right of use may only be exercised by or on behalf of the users of the client, within the network of the client and may never lead or could lead to any form – whether commercial or not – of exploitation of those things mentioned in 8.1 or any portion thereof by the client or by the users. The client is beholden to have its users respect the right of use.
8.7 The client is not permitted to issue or transfer, or in any way available to any third party, any of the things mentioned in 8.1, or copies or right of use thereof, in any form whatsoever, unless prior written permission is obtained from the contractor.
8.8 If third parties seize goods delivered by the contractor to the client, or want to assert rights or lay claims to those, the client is required to inform the contractor of this as soon as may reasonably be expected.
8.9 Nothing in the agreement concluded with the client or any subsequent agreements between client and the contractor seeks to transfer all or part of the client’s rights as provided in 8.1, unless otherwise expressly agreed in writing. The client acknowledges these rights and will refrain from any form of (in) direct infringement of these rights.
9.1 The fee is not dependent on the outcome of the assignment and is calculated in accordance with the usual rates of the contractor.
10.1 Payment by the client must be made within fourteen days after invoice date.
10.2 All reasonable judicial and extrajudicial (collection) costs, which the contractor has as a result of a breach by the client of its payment shall be borne by the client.
10.3 Upon the due date, the statutory interest will be charged, without proof of default being required.
11.1 The contractor must be notified by the client of complaints about the work within 14 days after completion of the work concerned. The complaint must contain a detailed description of the failure (s), so that the contractor is able to respond adequately. A claim shall not suspend the payment obligation of client.
11.2 In the event of a justified complaint, the contractor can choose between free improvement or re-performance of the rejected work, adjustment of the charged fee, or a full or in part cessation to (further) executing the contract at a refund of a fee proportionate to that already paid by the client.
12.1 The parties may unilaterally terminate the agreement prematurely if one of them considers that the contract execution can not take place in accordance with the agreements. This must be substantiated in writing to the other party.
12.2 If the premature termination was passed by the client, the contractor will be entitled to compensation based on hours and costs made to that date.
12.3 Contractor may only use his right to termination early if completion of the assignment can not reasonably be required as a result of facts and circumstances beyond his influence or unattributable to him, such as unforeseen circumstances and sudden hindrances or absence of the contractor.
12.4 Contractor is entitled to suspend its obligations or to terminate the agreement with immediate effect for late payment by the client. In this case, the contractor reserves his right to full payment and also the fee specified in 12.2.
12.5 The agreement cannot be dissolved by the client as a result of crossing a deadline.
13 Force majeure (Act of God)
13.1 Force majeure means any shortcoming in the execution of the contract which the contractor or client can not be held responsible for, because it is not due to the negligence of the contractor or client, nor can the client and contractor be blamed and held accountable for it pursuant to law, juristic act, or common opinion.
13.2 In the event of permanent force majeure, which means a circumstance that neither the contractor or the client’s have any control over or can not reasonably have control over, and that makes the delivery or provision of goods or products or the performance of work and/or services impossible, the contractor or client are entitled to dissolve the agreement out of court. In case of force majeure, the client can not claim compensation from the contractor for damage suffered, without prejudice to Article 6:78 of the Dutch Civil Code Book.
14.1 If one or more provisions of these general terms and conditions should be null and void or declared null and void, whether wholly or partially, the other provisions of these general terms and conditions will remain fully applicable.
14.2 In agreements to be concluded under these terms and conditions in consultation with the client, the contractor will stipulate such new provisions as to reflect the void, annulled and/or void provisions as close as possible.
15 Governing law
15.1 This agreement is subject to Dutch law.
15.2 All disputes arising out of or relating to obligations that belong to the agreement concluded between the contractor and the client will exclusively be submitted to the competent court of the domicile of the contractor, insofar as statutory provisions do not dictate otherwise.