Terms and Conditions

Article 1 Definitions

In these general terms and conditions, the following terms are used with the meanings stated, unless indicated otherwise.

Contractor: Ink Strategy B.V., also trading under the names: Ink Holding

Client: the legal person or natural person who gives an assignment to the Contractor.

Assignment: the activities to be determined in mutual consultation between the Client and the Contractor that must be carried out by the Contractor and the conditions under which this must take place.

Article 2 General

2.1 The general terms and conditions apply to all offers, quotations, activities, assignments and agreements between the Contractor and the Client(s), insofar as these terms and conditions have not been deviated from in writing.

2.2. These terms and conditions also apply to assignments to the Contractor in which third parties are involved.

2.3. If one or more of the provisions of these general terms and conditions expire, the other provisions of these general terms and conditions will continue to apply. In that case, the parties will consult to agree replacement provisions, based as far as possible on the purpose and purport of the original provision.

Article 3 Quotations

3.1 Quotations from the Contractor are based on the information provided by the Client. The Client guarantees that to the best of its knowledge it will provide all information and documents essential for the design, implementation and completion of the assignment.

3.2 The offers made by the Contractor are without obligation. The contractor is only bound by the offer if its acceptance is confirmed in writing by the other party within 2 weeks, unless otherwise indicated.

3.3 The prices in the quotes mentioned are exclusive of VAT. Said rates and offers do not automatically apply to future assignments. Quotations may be subject to change due to unforeseen changes in the work.

3.4 If the acceptance deviates (on minor points) from the offer included in the quotation, the Contractor is not bound by it, unless the Contractor expressly indicates otherwise.

3.5 A composite quotation does not oblige the Contractor to perform part of the assignment against a corresponding part of the stated price.

3.6 The Contractor cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers or any part thereof contain an obvious mistake or error.

3.7 Orders are confirmed in writing by the Client. If the Client fails to do so, but nevertheless agrees to the Contractor starting to carry out the assignment, the content of the quotation will be deemed to have been agreed and these General Terms and Conditions will apply.

3.8  Further oral agreements and stipulations only bind the Contractor after they have been confirmed in writing by the Contractor.

Article 4 Execution of the assignment

4.1 The Contractor will make every effort to carry out the assignment carefully and independently, to represent the interests of the Client to the best of his wishes and to strive for a result that is useful to the Client. The obligation that arises between the Client and the Contractor is therefore an obligation of best efforts and not an obligation of result, unless expressly agreed otherwise.

4.2 Insofar as necessary, the Contractor will keep the Client informed of the progress of the work.

4.3 Insofar as necessary for the proper execution of the assignment, the Contractor has the right to have (parts of) the work carried out by third parties.

4.4 If it has been agreed that the assignment will be carried out in phases, the Contractor can 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.

4.5 If work is carried out for the assignment by the Contractor or third parties engaged by the Contractor at the location of the Client or a location designated by the Client, the Client will provide the facilities reasonably desired by those employees free of charge. In those cases, the Client is also responsible for the correct layout of the room(s) where the work is performed, so that the risks for the Contractor and/or third parties are as small as possible.

Article 5 Changes to the assignment, additional work

5.1 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 activities. If interim changes are made by the Client in the performance of the assignment, the Contractor will make the necessary adjustments on the instructions of the Client. If this leads to additional work, it will charge this to the Client as an additional assignment.

5.2 Contrary to paragraph 1, the Contractor will not charge additional costs if the change or addition to the assignment is the result of circumstances that can be attributed to the Contractor.

Article 6 Terms of payment

6.1 Payment must be made within 1 month of the invoice date, unless agreed otherwise.

6.2 Amounts are exclusive of VAT.

6.3 The Contractor is responsible for timely invoicing. Amounts up to € 5,000 will be invoiced at the start of the assignment. For amounts from € 5,000 ex VAT, invoicing takes place in 2 installments, whereby 50% of the total amount is invoiced at the start of the assignment and 50% after completion of the assignment, unless otherwise agreed in writing.

6.4 After the due date, the Client is legally in default and the Contractor has the right to charge the statutory commercial interest. The Contractor calculates the interest on the amount to be paid from the moment the Client is in default until the amount has been paid in full. The costs of summons are for the account of the Client.

6.5 The Contractor may suspend the execution of the assignment after the payment term has expired and the Client, after having been warned in writing to pay within 14 days, fails to do so, or if the Contractor must understand through a communication or behavior from the Client that payment will be omitted.

6.6 In the event of liquidation, bankruptcy, attachment or suspension of payment of the Client, the Contractor’s claims against the Client are immediately due and payable.

6.7 In the event of non-compliance with the obligations by the Client, all costs incurred to be able to claim for the Client, both judicial and extrajudicial.

Article 7 Retention of title, Intellectual property and copyrights

7.1 Unless agreed otherwise in writing, all intellectual property rights remain with the Contractor.

7.2 All goods delivered by the Contractor which by their nature are intended to be transferred to the Client, such as but not limited to: designs, sketches, drawings, films, software and (electronic) files, remain the property of the Contractor until the Client has obligations arising from the order have been fulfilled.

7.3 Without written permission, the Client is not entitled to adjust, use or perform the result of the assignment more broadly or in any other way than agreed, or to have this done by third parties. The Contractor may attach conditions to this permission, including payment of a fair compensation.

7.4 In the event of broader or different use on which no agreement was reached, including alteration, mutilation or impairment of the provisional or final result, the Contractor is entitled to compensation for infringement of his/her rights of at least three times the agreed fee, or at least a compensation which is in reasonableness and fairness in proportion to the infringement committed, without otherwise losing any other right.

7.5 If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the Client must immediately inform the Contractor thereof.

7.6 If the Contractor wishes to exercise its property rights referred to in this article, the Client will give the Contractor – or third parties to be designated by it – unconditional and irrevocable permission to enter all locations where the Contractor’s property is located in order to take back these items.

7.7 With due observance of the interests of the Client, the Contractor is free to use the results for its publicity, acquisition of assignments, promotion, including competitions and exhibitions, etc., and to loan them when physical results are involved. .

7.8 The Contractor has the right to use the knowledge gained by the performance of an agreement for other purposes as well, insofar as no strictly confidential information of the Client is disclosed to third parties.

7.9 The Client guarantees that information, documents or other documents necessary for the assignment made available by it to the Contractor do not infringe the right

Article 8 Investigations, complaints and complaints

8.1 Complaints about the work performed must be reported by the Client in writing to the Contractor within two weeks after the invoice date and no later than within three weeks after completion of the relevant work. The complaint must contain as detailed a description as possible of the shortcoming, so that the Contractor can respond adequately.

8.2 If a complaint is found to be justified by the Contractor, the Contractor will still perform the work as agreed, unless this has become demonstrably pointless. The latter must be made known to the Client in writing.

Article 9 Termination, suspension and dissolution

9.1 If the agreement is terminated prematurely by the Contractor, the Contractor will, in consultation with the Client, arrange for the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Client. If the transfer of the work entails additional costs for the Contractor, these will be charged to the Client. The Client is obliged to pay these costs within the aforementioned period, unless the Contractor indicates otherwise.

9.2 The Contractor is authorized to suspend the fulfillment of its obligations or to dissolve the agreement:

– if the Client does not, not fully or not timely fulfill the obligations under the agreement;

– after the conclusion of the agreement, the Contractor becomes aware of circumstances that give good grounds to fear that the Client will not fulfill its obligations;

– if the Client has been requested to provide security for the fulfillment of its obligations under the agreement when the agreement is concluded and this security is not provided or is insufficient, or;

– if, due to the delay on the part of the Client, the Contractor can no longer be required to comply with the agreement under the originally agreed conditions.

9.3 Furthermore, the Contractor is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if other circumstances arise of such a nature that the unaltered maintenance of the agreement cannot reasonably be expected from the Contractor. required. If the agreement is dissolved, the Contractor’s claims against the Client are immediately due and payable.

9.4 If the Contractor suspends compliance with its obligations, it will retain its claims under the law and the agreement.

9.5 If the Contractor proceeds to suspension or dissolution, it will not be in any way

obliged to pay compensation for damage and costs incurred in any way as a result.

9.6 If the dissolution is attributable to the Client, the Contractor is entitled to compensation for the damage, including the costs, resulting directly and indirectly.

Article 10 Liability

10.1 For accepted assignments, the Contractor has a best efforts obligation and no result obligation, unless expressly agreed otherwise. If the Contractor should be liable, this liability is limited to what has been arranged in this article.

10.2 The Contractor is not liable for damage of any nature whatsoever caused by the fact that the Contractor relied on incorrect and/or incomplete information provided by or on behalf of the Client.

10.3 The Contractor is not liable for the work performed by third parties.

10.4 The Contractor is only liable for direct damage. Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to remedy the Contractor’s defective performance of the agreement answer, insofar as these can be attributed to the Contractor and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.

10.5 The Contractor is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.

10.6 If the Contractor is liable for direct damage, this liability is limited to a maximum of the invoice amount and in any event the amount of the payment to be made by the Contractor’s insurer in the appropriate case.

10.7 The limitations of liability referred to in this article do not apply if the damage is due to intent or gross negligence on the part of the Contractor or its subordinates.

Article 11 Guarantees and indemnities

11.1 The Contractor guarantees that the delivered goods are by or on behalf of him/her

designed and that, if the result is copyrighted, he/she is regarded as the creator within the meaning of the Copyright Act and can dispose of the work as the copyright holder. The Contractor guarantees that the result of the assignment at the time of its realization, insofar as he/she knows or should reasonably know, does not infringe the rights of third parties or is otherwise unlawful.

11.2 When the Client uses the results of the assignment, the Client indemnifies the Contractor or third parties engaged by the Contractor for the assignment against all third-party claims arising from the application or use of the result of the assignment.

Article 12 Force majeure

12.1 In the event of force majeure, the Contractor may suspend the performance of its obligations or, in the event of permanent impossibility, permanently discontinue this performance. The Contractor cannot be held liable for any compensation for damage caused by the force majeure.

12.2 Force majeure is understood to mean – in addition to what is understood by law and jurisprudence – all external causes, foreseen or unforeseen, over which the Contractor cannot exert any influence, but as a result of which it is unable to fulfill its obligations. Strikes at the Contractor’s company, illness and/or incapacity for work also fall under this.

12.3 The Contractor also has the right to invoke force majeure if the circumstances that prevent (further) fulfillment occur after it should have fulfilled its obligations.

12.4 If the Contractor has already partially fulfilled its obligations at the time of force majeure or will be able to fulfill them, it may declare this part. The Client will then pay this invoice as if it were a separate assignment.

Article 13 Confidentiality

13.1 Both parties are obliged to provide confidential information that they provide for the purpose of the assignment

have been given to keep secret. Information is considered confidential if this has been indicated by the other party or if this follows from the nature of the information.

Article 14 Ban on recruiting employees

14.1 The client may not approach employees of the contractor to enter into employment with the client.

14.2 If the client employs a former employee of the contractor without the prior express consent of the contractor, the client will forfeit an immediately due and payable fine of € 5,000 per case.

Article 15 Applicable law and language

15.1 Dutch law applies to every assignment between the Contractor and the Client.

15.2 The District Court of Rotterdam is authorized to take cognizance of disputes arising from the assignment. Even if an obligation is wholly or partly performed abroad or if the Client lives or is established abroad.

15.3 In the event of a difference of interpretation between the Dutch and English versions of the general terms and conditions, the Dutch version will prevail.