BRANDING
THE CHANGE,
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general
terms &
conditions
These General Terms and Conditions apply to all collaborations and actions with and by LEONI HUISMAN STUDIO.
1 – Definitions
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In these General Terms and Conditions, the following terms shall have the following meanings:
General Terms and Conditions: These General Terms and Conditions, regardless of the form in which they are made known.
Creative Studio: Leoni Huisman Studio (established in Amsterdam and registered with the Chamber of Commerce under number 92117899) that has accepted the assignment or has submitted a quotation or offer before an assignment.
Client: the natural or legal person who has concluded an Agreement with the Creative Studio.
Service(s): all activities that are the subject of the Agreement or another legal act in the relationship between the Creative Studio and the Client, as well as all materials and results produced therein intended for the Client.
Agreement; the agreement between the Client and the Creative Studio based on which the Creative Studio provides Services to the Client, regardless of whether these have been made or concluded orally, in writing or electronically, or in any other form.
Intellectual Property Rights: all intellectual property rights and related rights, such as copyright, trademark rights, patent rights, design rights, trade name rights, database rights, and neighboring rights, as well as rights to know-how and one-line performances.
Supplier: production companies and other intermediaries whose purpose is to reproduce and/or publish the design that has been produced/prepared by the Creative Studio resulting from the Agreement.
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2 – Quotation and Agreement
2.1 General These conditions apply to the quotations and Agreements, the resulting deliveries, and services of whatever nature between the Creative Studio and the Client. Deviations and additions are only binding if and to the extent that they have been agreed in writing between the parties. The Creative Studio cannot be held to its quotations or offers if the Client could reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.
2.2 Quotations and Agreements The mere issuing of a quotation, estimate, preliminary calculation, or similar communication, whether or not designated as a quotation, does not oblige the Client to agree with the Creative Studio. All verbal and written offers and the associated quotations of the Creative Studio are without obligation and can only be accepted without deviations. The price quotes may be subject to changes due to an unforeseen change in the work. All prices quoted are in Euro, excluding VAT and other government levies.
2.3 Confirmation of quote Quotes issued, both in writing and digitally, must be confirmed by the Client and/or signed and returned to the Creative Studio before the assignment will be started. Verbal agreements and stipulations are only binding on the Creative Studio and the Client after they have been confirmed in writing by the Creative Studio.
3 – The execution of the Agreement
3.1 Providing data The Creative Studio will execute the Agreement to the best of its knowledge and ability and follow the requirements of good workmanship. The Client is obliged to do everything reasonably necessary or desirable to enable timely and correct delivery by the Creative Studio, in particular by providing complete, sound, and clear data / necessary materials promptly.
3.2 Use of Suppliers and third parties The Creative Studio has the right to have certain work carried out by third parties. The applicability of Articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is expressly excluded. The Creative Studio is also entitled to transfer its rights and obligations under the Agreement to a third party in the context of a transfer of its business. When the Creative Studio is the client of third parties, such as printers, programmers, illustrators, photographers, copywriters, etc., the conditions that have been agreed upon orally or in writing between the parties apply.
3.3 Publication and reproduction Before publication or reproduction takes place, the parties must allow each other to check and approve the final proof, revision proof, or the final prototype of the design.
3.4 Delivery period If a term has been agreed or specified for the execution of certain activities or the delivery of certain items, this is never a fatal term. If a term is exceeded, the Client must therefore give the Creative Studio written notice of default. The Creative Studio must be offered a reasonable term to still execute the agreement.
3.5 Phase approvals The project phases included in our project description build on each other. As soon as a phase has been approved and we move on to the next phase, requests for reopening and changing a previously approved phase will require a change order with adjustments in both budget and time.
4 – Intellectual Property Rights
4.1 Intellectual Property Rights The Intellectual Property Rights to all Services that the Creative Studio makes available under the Agreement remain with the Creative Studio, or with the third party from whom the Creative Studio has obtained the right to make (part of) these Services available to the Client. As long as no further agreements are made between the Creative Studio and the Client regarding the transfer of the Intellectual Property Rights to the items made available to the Client by the Creative Studio, such as source files, work files, materials, photos, prototypes, design sketches, designs, plans, concepts, etc., these remain the property of the Creative Studio.
4.2 Name mentionThe Creative Studio is at all times entitled to sign the design and/or have its name mentioned in the colophon of a publication or on an announcement or title role. Without prior permission, the Client is not permitted to publish or reproduce the work without mentioning the name of the Creative Studio.
5 – Use and license
5.1 Use When the Client fully complies with his obligations under the Agreement with the Creative Studio, he thereby obtains the exclusive right to use the design insofar as this concerns the right of publication and reproduction following the purpose as agreed upon in the assignment.
5.2 Changes The Client is not permitted to make (or have made) changes to the preliminary or final designs without the written permission of the Creative Studio. The Creative Studio cannot withhold this permission if this is contrary to reasonableness. In the event of a desired change, the Client must first allow the Creative Studio to implement it. A fee must be paid for this, based on the usual fee rates charged by the Creative Studio.
5.3 Own promotionThe Creative Studio has the freedom to use the design and/or concept for its publicity or promotion.
​6 - Fee
6.1 Fee and additional costs In addition to the agreed fee, the costs incurred by the Creative Studio for the execution of the assignment that do not fall under normal overhead costs are also eligible for reimbursement.
6.2 Fee for Modified Assignment If the Creative Studio is forced to perform additional work due to the late or non-delivery of complete, sound, and clear data/materials or due to a modified or incorrect assignment and/or briefing, these activities will be remunerated separately.
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7 – Payment terms
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7.1 Payment obligation Unless otherwise agreed, the Client must pay the price and the other amounts due under the Agreement within 14 days of the invoice date, without being able to rely on any discount, settlement, or suspension. If the Creative Studio has not received (full) payment after this period has expired, the Client is in default and owes interest equal to the statutory interest increased by at least 2%. Both extrajudicial and judicial collection costs, lawyers, and bailiffs incurred in connection with late payments are for the account of the Client. The extrajudicial costs are set at least 15% of the invoice amount with a minimum of 500 euros, excluding VAT and other levies.
7.2 Periodic payments The Creative Studio has the right, during an assignment, to charge the work performed every month within reason.
7.3 Suspension If the Client fails to meet its payment obligations, all rights transferred by the Creative Studio to the Client within the Agreement will be suspended until these payment obligations have been met. In that case, the Client is not permitted to use the designs made available to it.
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8 – Cancellation and termination of assignment
8.1 Cancellation of assignment If the Client cancels an assignment given in writing, the Client must pay the entire fee that the Creative Studio would be entitled to if the assignment were fully fulfilled, as well as all additional costs incurred up to that point.
8.2 Long-term agreements If the work of the Creative Studio consists of repeatedly performing work for a publication that appears regularly, the Agreement applicable to that publication will apply for an indefinite period, unless otherwise agreed in writing. This Agreement can only be terminated by written notice, with due observance of a reasonable notice period of at least three months.
8.3 Termination of assignment If there are circumstances beyond the Client's control, as a result of which the Creative Studio cannot reasonably be expected to continue fulfilling the assignment, the Creative Studio has the right to terminate this assignment, without being liable for any compensation or guarantee. In this case, he is entitled to a fee for the work performed up to that point and to compensation for the costs incurred up to that point and is obliged to make the results achieved available to the Client. If conduct or actions on the part of the Client are the reason that the Creative Studio cannot reasonably be expected to continue fulfilling the assignment, then the Creative Studio, in addition to the right to terminate the assignment, is entitled to the full fee relating to the assignment.
9 – Liability
9.1 Liability The Creative Studio can never be held liable for errors in the text and/or design as well as the functioning of a website of the Client if the Client has carried out a check, has given his approval and the website has been delivered. The liability of the Creative Studio for damage under an Agreement with a Client is always limited to the amount of the fee due to the Creative Studio. The Creative Studio is never liable for indirect damage, including but not limited to consequential damage, lost profit, missed savings, and damage due to business stagnation.
9.2 Warranty for materials supplied The Client indemnifies the Creative Studio against claims regarding copyrights concerning materials supplied by the Client, the copyrights of which belong to third parties, which are used in the execution of the assignment.
9.3 Method of delivery; retention of title Every delivery of goods by the Supplier to the Client is made subject to retention of title until the Client has paid all that to which he is obliged under the Agreement, including interest and costs. If transport of the goods to be delivered has been agreed, this will be at the expense of the Client. The Client always bears the risk during transport. Transport also includes the digital transmission of data. The acceptance of goods from the Creative Studio by the carrier is considered proof that they were in good external condition unless the contrary is evident from the consignment note or the receipt.
10 – Indemnification
10.1 Indemnification of third parties The Client indemnifies the Creative Studio against any claims from third parties who suffer damage in connection with the performance of the Agreement and the cause of which is attributable to parties other than the Creative Studio. If the Creative Studio is approached by third parties on this basis, the Client is obliged to assist the Creative Studio both outside and in court and to immediately do everything that may be expected of him in that case. If the Client fails to take adequate measures, the Creative Studio is entitled to do so itself, without notice of default. All costs and damage incurred by the Creative Studio and third parties as a result thereof shall be entirely at the expense and risk of the Client.
11 – Guarantees
11.1 Use within the Netherlands The items to be delivered by the Creative Studio meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee referred to in this article applies to items that are intended for use within the Netherlands. In case of use outside the Netherlands, the Client must verify for itself whether the use thereof is suitable for use there and meet the conditions set for it.
11.2 Duration of warranty The warranty referred to in Article 10.1 applies for 6 months after delivery unless the nature of the delivered goods dictates otherwise or the parties have agreed otherwise. If the warranty provided by Creative Studio concerns an item that was produced by a third party, the warranty is limited to that provided by the producer of the item, unless stated otherwise.
11.3 Suspension of warranty Any form of warranty shall lapse if a defect has arisen as a result of or arises from improper or inappropriate use thereof, incorrect storage or maintenance thereof by the Client and/or by third parties when, without the written permission of the Creative Studio, the Client or third parties have made changes to the item or have attempted to make changes, other items have been attached to it that should not be attached to it or if these have been processed or edited in a manner other than that prescribed. The Client is also not entitled to a guarantee if the defect has arisen due to or is the result of circumstances over which the Creative Studio has no influence.
11.4 Complaints The Client is obliged to examine the delivered goods (or have them examined) immediately at the moment that the goods are made available to him or the relevant work has been carried out. In doing so, the Client must examine whether the quality and/or quantity of the delivered goods corresponds with what was agreed upon and meets the requirements that the parties have agreed in this regard. Any visible defects must be reported to the Creative Studio in writing within fourteen days of delivery. Any invisible defects must be reported to the Creative Studio in writing immediately, but in any case no later than fourteen days after discovery thereof. The report must contain a description of the defect that is as detailed as possible so that the Creative Studio can respond adequately. The Client must allow the Creative Studio to examine a complaint (or have it examined). If the Client complains on time, this does not suspend his payment obligation. In that case, the Client shall also remain obliged to accept and pay for the other items ordered and for what he has instructed the Creative Studio to do. If a defect is reported later, the Client shall no longer be entitled to repair, replacement, or compensation.
12 – Other provisions
12.1 Other conditions General and special conditions of the Client do not bind the Creative Studio unless and insofar as they do not conflict with these General Conditions and insofar as the Creative Studio has accepted the applicability of such conditions in writing in so many words.
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12.2 Copies and backup materials The Creative Studio will store a duplicate on the usual information carriers for 3 years, with the care of a good custodian. If items are lost due to technical causes, the Creative Studio cannot be held responsible for this. At the request of the Client, the Creative Studio can produce a new model. The parties can agree on a fee to be agreed upon for this.
12.3 Dutch law The Agreement between the Creative Studio and the Client is governed by Dutch law. The competent court to hear disputes between the Creative Studio and the Client is the court in the district where the Creative Studio is established, without prejudice to the statutory provisions concerning the jurisdiction of the Subdistrict Court.
12.4 Changes to the terms and conditionsThe Creative Studio reserves the right to change these General Terms and Conditions with the approval of the Creative Studio. The General Terms and Conditions will be made known to the Client once in a quotation or Agreement during the execution by the Creative Studio of the first placed or the current assignment so that the Client is aware of them. When extending the current or placing a new assignment with the Creative Studio, the Client must inform themselves whether the General Terms and Conditions of the Creative Studio have changed during that time.
Drawn up on December 2023, last update 1 January 2024.
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