Date: 01-01-2018

Translation from Dutch

Article 1 Definitions

In these general terms and conditions the following terms are used in the following sense, unless explicitly stated otherwise:

  1. Contractor : Crivex
  2. Client: the other party of the contractor.
  3. Assignment: the work to be determined by mutual agreement between client and contractor that must be performed by the contractor and the conditions under which this must be done.
Article 2 General

1. The general terms and conditions apply to all offers, quotations, activities, assignments and agreements between the contractor and clients or their legal successors. Standard conditions of the client only apply if they have been accepted by the contractor, with written confirmation.

2. The present conditions also apply to all assignments with the contractor, for the execution of which third parties must be involved.

3. If one or more of the provisions in these terms and conditions are invalid or should be declared void, the remaining provisions of these terms and conditions remain fully applicable. The contractor and client will then enter into consultation to agree on new provisions to replace the invalid and / or annulled provisions, taking into account if and as far as possible the purpose and scope of the original provision.

Article 3 Offers

1. Offers made by the contractor are based on the information provided by the client. The client guarantees that to the best of his knowledge he has provided all essential information for design, execution and completion of the assignment.

2. The offers made by the contractor are free of obligation. The offers are valid for 30 days, unless stated otherwise. The contractor is only bound by the offers if the acceptance thereof is confirmed in writing by the other party within 30 days, unless indicated otherwise.

3. The prices in the aforementioned quotations are exclusive of acceptance (on minor points) that deviates from the offer included in the quotation, the contractor is not bound by this. The assignment is then not concluded in accordance with this deviating acceptance, unless the contractor indicates otherwise.

4. A compound quotation does not oblige the contractor to perform part of the assignment against a corresponding part of the stated price.

5. Offers do not automatically apply to future assignments.

Article 4 Provision of information and cooperation

1. The client provides the contractor with all documents, information and contacts that are necessary for the proper execution of the assignment.

Article 5 Execution of the assignment and the involvement of third parties

1. The contractor carries out the work in the context of the assignment to the best of his knowledge, expertise and ability.

2. Insofar as the proper execution of the assignment requires this, the contractor has the right to have third parties carry out (parts of) the work. The contractor will do this in consultation with the client. The contractor undertakes to make every effort to ensure that the agreed obligations and quality are achieved.

3. The contractor accepts no liability for the work that is performed by third parties insofar as the contractor himself has entered into an agreement with the client.

4. The contractor is not liable for damage, of any nature whatsoever, because the contractor relied on incorrect and / or incomplete data provided by the client, unless this incorrectness or incompleteness should have been known to the contractor.

5. If it has been agreed that the assignment will be carried out in phases, the contractor may suspend the execution of those parts that belong to a subsequent phase until the client has approved the results of the preceding phase in writing.

6. If work is performed by the contractor or third parties engaged by the contractor within the scope of the assignment at the location of the client or at a location designated by the client, the client shall provide the facilities reasonably required by those employees free of charge.

Article 6 Modification of the assignment, additional work

1. The client accepts that the time schedule of the assignment can be influenced if the parties decide in the interim to change the approach, working method or scope of the assignment and the resulting work. If, due to the fault of the client, interim changes occur in the order execution, the contractor will make the necessary adjustments in consultation with the client. If this leads to additional work, this will be charged to the client as an additional assignment. The contractor is entitled to charge the extra costs for changing the assignment to the client.

2. Contrary to paragraph 1, the contractor will not be able to charge additional costs if the change or supplement to the assignment is the result of circumstances that can be attributed to the contractor.

Article 7 Contract duration and cancellation

1. The agreement is entered into for the period that is included in the order confirmation.

2. If no duration of the agreement is agreed, the agreement is entered into for an indefinite period of time.

3. A fixed-term agreement cannot be terminated prematurely.

4. An agreement for a definite period of time is automatically renewed for the same period after the expiry of the period stated in the contract, subject to cancellation by registered letter at the end of the (extended) contract term and subject to a notice period of one (1) month .

5. The Contractor also has the right to terminate or terminate the agreement with immediate effect if: (a) the Client has been declared bankrupt, the Client has been granted suspension of payment, as well as in the event of the Client’s dissolution and liquidation, or if a precautionary or enforceable attachment has been placed on movable and / or immovable property of the Client; (b) Client is in default in the fulfillment of its obligations under the agreement

Article 8 Rates

1. If the parties have not agreed otherwise in writing, the rate of the contractor will be determined on the basis of an hourly rate.

2. Amounts are exclusive of VAT.

3. If the contractor agrees an hourly rate with the client, the contractor is nevertheless entitled to increase this rate.

4. In the event of price increases in rates, the Contractor will inform the client in writing of the intention to increase the rate. The Contractor will thereby state the scope and date on which the increase will take effect.

5. If the client does not wish to accept the increase in the rate announced by the contractor, the client is entitled to cancel the assignment in writing within two weeks after the said notification, or to cancel the assignment on the date stated in the notification of the contractor which the rate adjustment would take effect.

Article 9 Payment conditions

1. Payment must be made within fifteen days of the invoice date, in a manner to be specified by the Contractor in the currency in which the invoice was made.

2. After the expiry of this payment term of fifteen days after the invoice date, the Client is in default without further notice or notice of default being required; the Client is from the moment of default until the moment of full payment on the claimable amount an interest of 1.5% per month, unless the legal interest is higher in which case the legal interest applies.

3. Upon entering into the agreement, the Contractor is entitled to demand a deposit from the Client. The deposit, as well as the amount thereof, will be stated in the quotation and / or the contract. The Contractor is entitled, after having informed the Client thereof, to adjust the deposit during the term of the contract in the event of (i) the Client’s exceeding of payment periods and / or (ii) in the event of an increase in the media budget. The deposit will be settled at the end of the contract with the last invoice to be paid by the Client. No VAT is due on the deposit.

4. If the Client fails to reimburse the deposit stipulated in accordance, the Contractor is entitled to immediately withdraw the quotation or the offer, whereby the Client will be obliged to forfeit the set-up costs forfeited by the Contractor, as well as the subscription costs for the contract period stated in the quotation – with a maximum of six (6) months – to be reimbursed to the Contractor.

5. If the Client has been declared bankrupt, a suspension of payment has been granted to the Client, as well as in the event of dissolution and liquidation of the Client, or if precautionary or enforceable seizure of movable and / or immovable property of the Client has been made, all the amounts owed to the Contractor are payable in full and immediately, without any notice or notice of default being required.

6. Payments made by the Client always serve to settle in the first place all interest and costs owed, in the second place the due and payable invoices that have been outstanding the longest, even if the Client states that the payment relates to a later invoice.

7. The Client is not permitted to invoke settlement on any ground whatsoever. If the Client believes that he can assert claims in respect of the agreement with the Contractor, this does not release him from his obligation to pay in the agreed manner and he is not entitled to suspend his payment obligation.

Article 10 Conclusion of assignment

The assignment is concluded financially if the settlement has been approved by the client. The client must report this within a period of 30 days after the invoice date. If the client does not respond within this period, the statement will be deemed to have been approved. All goods delivered to the client remain the property of the contractor until they have been paid for by the client.

Article 11 Retention of title

1. All goods delivered by the contractor, including designs, sketches, drawings, films, software, (electronic) files, etc., which may be included, remain the property of the contractor until the client has fulfilled all of the following obligations arising from all contracts concluded with the contractor.

2. The client is not authorized to pledge or encumber the goods subject to the retention of title in any other way.

3. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the client is obliged to inform the contractor of this as soon as can reasonably be expected.

4. The client undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to provide the policy of this insurance for inspection upon first request.

5. Goods delivered by the contractor that fall under the retention of title pursuant to the provisions of point 1. of this article may only be resold in the context of normal business operations and may never be used as a means of payment.

6. In the event that the contractor wishes to exercise his ownership rights referred to in this article, the client already gives unconditional and irrevocable permission to the contractor or third parties to be designated by him to enter all those places where the contractor’s property is located and which to take things back.

Article 12 Investigation, complaints and complaints

1. Complaints about the work performed must be reported in writing by the client to the contractor within two weeks after the invoice date, but no later than within three weeks after completion of the work concerned. The notice of default must contain as detailed a description as possible of the shortcoming, so that the contractor is able to respond adequately.

2. If a complaint is justified, the contractor will still perform the work as agreed, unless this has already become demonstrably pointless for the client. The latter must be made known in writing by the client.

3. If the performance of the agreed work is no longer possible or useful, the contractor will only be liable within the limits of Article 16.

Article 13 Cancellation

1. Both parties can unilaterally terminate the agreement at any time.

2. Early termination must be substantiated and confirmed in writing.

3. In the event of premature termination by the client, the contractor is entitled to compensation for the work offered, whereby the monthly average invoice is the starting amount. The preliminary results of the work carried out until then will be made available to the client subject to change.

4. In the event of premature termination by the client, the contractor will arrange for the transfer of work still to be performed to third parties upon request and in consultation with the client.

5. If the transfer of the work entails additional costs for the contractor, these will be charged to the client.

Article 14 Suspension and termination

1. The contractor is authorized to suspend the fulfillment of the obligations or to dissolve the contract if: – the client does not or not fully comply with the obligations under the contract. – After the contract has been concluded, the contractor becomes aware of circumstances that give good reason to fear that the client will not fulfill the obligations. If there is good reason to fear that the client will only partially or not properly comply, the suspension is only permitted to the extent that the shortcoming justifies it. – at the conclusion of the assignment, the client was requested to provide security for the fulfillment of his obligations under the assignment and this security is not provided or is insufficient.

2. The contractor is furthermore authorized to dissolve the contract (or cause it to be dissolved) if circumstances arise that are such that fulfillment of the contract is impossible or can be demanded according to the standards of reasonableness and fairness or if circumstances otherwise arise that arise. that the unaltered maintenance of the assignment cannot reasonably be expected.

3. If the assignment is dissolved, the claims of the contractor against the client are immediately due and payable. If the contractor suspends the fulfillment of the obligations, he retains his rights under the law and the assignment.

4. The contractor always retains the right to claim compensation.

Article 15 Liability

1. For every assignment accepted by the contractor, an effort obligation applies . The contractor can never be held liable for results that have not been achieved. The contractor is only liable for shortcomings in the execution of the assignment that are the result of carelessness and incompetence in issuing advice and performing assignments.

2. If the contractor is liable for direct damage, then that liability is limited to a maximum of the invoice amount. Liability is limited at all times to a maximum of the amount to be provided by the contractor’s insurer in the appropriate case.

3. Under no circumstances can a claim be made for compensation for damage caused by loss of income of the client (arising in any way whatsoever) or for indirect damage and consequential damage.

4. The client can appeal to a shortcoming in the execution of the assignment if this has been made known in writing by the client within three months after completion of the assignment.

Article 16 Safeguards

1. The client indemnifies the contractor against claims from third parties with regard to intellectual property rights on materials or data provided by the client, which are used in the execution of the assignment.

2. If the client provides the contractor with information carriers, electronic files or software etc., the latter guarantees that the information carriers, electronic files or software are free of viruses and defects.

Article 17 Transfer of risk

1. The risk of loss or damage to the items that are the subject of the assignment is transferred to the client at the moment that these are legally and / or actually delivered to the client and thereby in the power of the client or of a client to third parties.

Article 18 Force majeure

1. The parties are not obliged to fulfill any obligation if they are prevented from doing so as a result of a circumstance that is not due to fault, and is not for their account under the law, legal act or generally accepted beliefs.

2. Force majeure in these general terms and conditions is understood to mean, in addition to what is understood in this regard by law and case law, all external causes, foreseen or unforeseen, over which the contractor cannot exercise influence, but as a result of which the contractor is unable to fulfill its obligations. come. Strikes in the company of the contractor, including illness and / or disability.

3. The contractor also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after the contractor should have fulfilled its obligations.

4. Parties can suspend the obligations under the assignment during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to terminate the assignment, without obligation to compensate damage to the other party.

5. Insofar as the contractor at the time of the force majeure has partly fulfilled his obligations under the contract or will be able to fulfill them, and the part fulfilled or to be fulfilled will have independent value, the contractor is entitled to fulfill or fulfill the part already fulfilled. declare part separately. Client is obliged to pay this declaration as if it were a separate assignment.

Article 19 Confidentiality

1. Both parties are obliged to maintain the confidentiality of all confidential information that they have received from each other or from another source in the context of their assignment. Information is considered confidential if this is stated by the other party or if this results from the nature of the information.

2. If, on the basis of a legal provision or a court decision, the contractor is obliged to provide confidential information to third parties designated by law or the competent court, and the contractor cannot rely on a legal or competent authority in this regard court recognized or permitted right of change, then the contractor is not obliged to pay compensation or compensation and the other party is not entitled to dissolve the assignment on the basis of any damage caused as a result.

Article 20 Intellectual property and copyrights

1. Without prejudice to the other provisions of these general terms and conditions, the contractor reserves the rights and powers that the contractor is entitled to under the Copyright Act.

2. Models, methodologies and instruments that are developed and / or applied by the client for the execution of the assignment are and remain the property of the contractor. Publication or other forms of disclosure thereof is only possible after obtaining written permission from the contractor.

3. All documents provided by the contractor, such as reports, advice, orders, designs, sketches, drawings, software etc. for the benefit of the client, can be used by the client and can be multiplied by the client for their own use in their own organization. All documents provided by the contractor may not be made public by the client without the prior consent of the contractor, or brought to the knowledge of third parties, unless the nature of the documents provided indicates otherwise.

4. The contractor reserves the right to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information is disclosed to third parties.

Article 21 Other

During the assignment and up to two years after the termination of an assignment, the client is not permitted to offer paid work (whether or not on the basis of employment) to professionals who have been involved in the execution of the assignment on behalf of or from the contractor. Violation of this rule is subject to a fine of € 100,000.00, in words: one hundred thousand euros. Unless explicit written permission has been given by the contractor.

Article 22 Disputes

1. In the event of disputes arising from this agreement or from agreements that build on it, the parties will first try to resolve them with the help of Mediation in accordance with the relevant regulations of the Netherlands Mediation Institute Foundation in Rotterdam, as it stands on the starting date of the Mediation .

2. If it has proved impossible to resolve a dispute as referred to above with the help of Mediation , that dispute will be settled by the competent court.

Article 23 Applicable law

Dutch law applies to every assignment between the contractor and the client; also if the client is resident or established abroad.

Article 24 Changes

These terms and conditions have been filed at the office of the Chamber of Commerce under which the contractor falls under.The most recently filed version is always applicable, or the version that applied at the time the order was concluded.