TERMS AND CONDITIONS: STUDIO
Table of contents:
Article 1 - Definitions
Article 2 - Identity of the company
Article 3 - General
Article 4 - Quotation
Article 5 - Written confirmation
Article 6 - The implementation of the agreement
Article 7 - Copyright, promotion and ownership
Article 8 - The use
Article 9 - Changes
Article 10 - Fee and additional costs
Article 11 - Payment conditions
Article 12 - Suspension and retention of title
Article 13 - Revoked order
Article 14 - Termination of assignment
Article 15 - Liability, limitation and indemnification of liability
Article 16 - Other conditions
Article 17 - Dutch law
Article 18 - Changes to the conditions
Article 1: Definitions
1. Client is understood to mean the person or legal entity with which Melolelo has concluded an agreement.
2. There is an agreement if the client confirms the oral or written quotation issued by Melolelo.
Article 2: Identity of the company
Telephone number: +3168102409, to be reached on working days between 09:00 and 17:00.
Email address: firstname.lastname@example.org
Chamber of Commerce number: 65495837
VAT identification number: NL002471037B27
Article 3: General
1. These terms and conditions apply to the offers and agreements, the resulting deliveries and services of any nature whatsoever between the client and Melolelo. Deviations and additions are only binding if and insofar as they have been agreed in writing between the parties.
Article 4: Quotation
1. All oral and written offers and the related quotations from Melolelo are without obligation and can only be accepted without deviations. The quotations can undergo changes due to an unforeseen change in the work. All prices quoted are in EURO, exclusive of sales tax (VAT) and any other levies imposed by the government.
Article 5: Written confirmation
1. Quotations issued must be confirmed by the client and returned to Melolelo signed before commencing the execution of the assignment. Verbal agreements and stipulations are only binding for Melolelo and the client after they have been confirmed in writing by Melolelo.
2. Changes to an accepted order can only be made with the prior written approval of both parties.
Article 6: The implementation of the agreement
1. After an agreement has been signed, an invoice will be sent to the client with the request to pay an amount of 50% of the total amount stated in the agreement. After receipt of that amount, Melolelo will start with the execution of the assignment (s).
2. Unless it is explicitly stated in writing that it concerns a deadline, a term specified by Melolelo for the completion of the design is only an indication. Melolelo is, even in the case of a specified term for the completion of the design, only in default after the client has given Melolelo notice of default.
3. Unless otherwise agreed, the following are not part of Melolelo's assignment: - carrying out tests, applying for permits and assessing whether instructions from the client meet legal quality standards; - conducting research into the existence of rights, including patent rights, trademark rights, drawing or design rights, copyrights or portrait rights of third parties; - conducting research into the possibility of the aforementioned possible forms of protection of the client.
4. Before proceeding with execution, production, reproduction or publication, the parties give each other the opportunity to check and approve the latest models, prototypes or proofs of the result. If the client proceeds to production without testing (and Melolelo is therefore not given the opportunity to repair any imperfections) then the risk and final responsibility rest with the client.
5. Deviations in the final result from what has been agreed are no reason for rejection, discount, compensation or dissolution of the agreement, if these deviations, taking all circumstances into account, are reasonably of minor importance.
6. Any additional costs as a result of a change in an assignment will be borne by the client. The contractor will inform the client as soon as possible about any additional costs.
7. Changes to the order mean that the originally agreed delivery times will lapse and must be agreed again in writing by both parties.
8. Complaints will be communicated to the designer in writing as soon as possible, but in any case within ten working days after completion of the assignment. In the absence of this, the client is deemed to have fully accepted the result of the assignment.
Article 7: Copyright, promotion and ownership
1. The copyright and the exclusive right of drawing or model with regard to the provisional and final design and of the design drawings, models, working and detailed drawings as well as with regard to the copies of the product produced afterwards, belong to Melolelo. As long as no further written agreement is entered into between Melolelo and the client with regard to the transfer of the copyright or the exclusive right of drawing, model, plan or concept, these rights remain with Melolelo.
2. Melolelo guarantees that the delivered goods have been designed by Melolelo, that Melolelo is considered to be the maker within the meaning of the Copyright Act and that it can dispose of the work as copyright holder.
3. Unless otherwise agreed in writing, Melolelo reserves the right to use all products made for its own promotion (example: portfolio). In doing so, Melolelo takes into account as much as possible the omission of personal information such as address details of the client so that these are not visible to third parties.
4. As long as no further agreements are made between Melolelo and the client with regard to the transfer of the ownership right to the items made available by Melolelo to the client, such as materials, lithographs, working drawings, prototypes, design sketches, designs, plans and concepts, etc., these remain property of Melolelo. A duplicate of these items will be kept for an indefinite period of time on the usual information carriers present within Melolelo with the care of a good depositary. The client bears all risks with regard to the goods referred to. If things are lost due to technical reasons, Melolelo cannot be held responsible for this. A new model can be produced at the request of the client. The parties can agree on a further payment to be made for this.
Article 8: The use
1. When the client fully complies with his obligations under the agreement with Melolelo, he thereby obtains an exclusive, non-transferable license to use the design insofar as this concerns the right of publication and duplication in accordance with the destination and / or circulation as agreed upon the assignment. If nothing has been determined about the destination or edition, the first use and the first edition will be considered as agreed.
2. Melolelo may temporarily or completely decommission the delivered services and / or products, or limit their use, if the customer does not comply with the agreement and obligations towards Melolelo or is in violation of the general terms and conditions. The obligation to pay the amounts due also continues to exist during the decommissioning.
Article 9: Changes
1. The client is not permitted to make changes or have changes made to the provisional or final designs without written permission from Melolelo. Melolelo cannot withhold this permission if this is unreasonable. In the event of a desired change, the client must first give Melolelo the opportunity to implement it. A fee must be paid for this, based on the usual fee rates applied by Melolelo.
Article 10: Fee and additional costs
1. In addition to the agreed fee, the costs that Melolelo incurs for the execution of the assignment and that do not fall under the normal overhead costs are also eligible for reimbursement.
2. If Melolelo is forced to perform more other activities due to the late or non-delivery of complete, sound and clear data / materials or an amended or incorrect assignment and / or briefing, these activities will be honored separately.
3. The fee agreed between the parties also includes the payment for the exclusive right to use the design, insofar as this concerns the right of publication and reproduction in accordance with the destinations and / or circulation as agreed in the order.
Article 11: Payment conditions
1. Melolelo is entitled to invoice 50% of the agreed fee in advance immediately after the conclusion of an agreement. The remaining amount of the agreed fee will be invoiced at the end of the assignment.
2. Unless otherwise agreed, the client must pay the remaining invoice amount and the other amounts due under the agreement within 14 days of the invoice date, without being able to invoke any discount, set-off or suspension. If Melolelo has received (full) payment only after the expiry of this term, the client is in default and will owe interest equal to the statutory interest plus at least 2%. Both extrajudicial and judicial collection costs, lawyers and bailiffs incurred in connection with late payments are at the expense of the client. The extrajudicial costs are set at at least 15% of the invoice amount with a minimum of € 115.00.
Article 12: Suspension and retention of title
1. If the client does not fulfill his payment obligations, all rights transferred by Melolelo to the client within the agreement will be suspended until such time as these payment obligations have been fulfilled. In that case, the client is not permitted to use the designs made available to him.
2. In the event that further agreements are made between Melolelo and the client with regard to the transfer of the right of ownership to the services and products delivered by Melolelo to the client, these will in any case remain the property of Melolelo until all amounts owed by the client have been satisfied.
Article 13: Revoked order
1. If the client revokes a written assignment, he must pay the fee and the costs incurred with regard to the work performed by Melolelo up to that point.
Article 14: Termination of assignment
1. If there are circumstances beyond its control, as a result of which Melolelo cannot reasonably be expected to further fulfill the assignment, Melolelo has the right to cancel this assignment, without being obliged to pay any compensation or guarantee. In this case, Melolelo is entitled to a fee for the work performed up to that time and to a reimbursement of the costs incurred up to that time, and it 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 Melolo cannot reasonably be expected to continue to fulfill the assignment, then it has the right, in addition to the right to withdraw the assignment, to the full fee relevant to the assignment.
Article 15: Liability, limitation and indemnification of liability
1. Melolelo cannot be held liable for errors or shortcomings in materials such as texts, photo material, etc. provided by the client. The client bears the risk of misunderstandings or errors with regard to the performance of the agreement if these are prompted or caused by actions of the client, such as the late or non-delivery of complete, reliable and clear data / materials. The client bears the risk for errors or shortcomings of third parties engaged by or on behalf of the client.
2. Melolelo cannot be held liable for errors in the text and / or the design, if the client, in accordance with the provisions of art. 5.4, has performed an audit and has given its approval.
3. The liability of Melolelo for damage arising from an agreement with a client is always limited to the amount of Melolelo's accrued fee.
4. The client indemnifies Melolelo against all claims from third parties arising from the applications or the use of the result of the assignment, as well as against claims regarding copyrights regarding materials provided by the client that are used in the execution of the assignment.
Article 16: Other conditions
1. General and special terms and conditions of the client do not bind Melolelo except if and insofar as they do not conflict with the present terms and conditions and insofar as Melolelo has explicitly accepted the applicability of such terms and conditions in writing.
Article 17: Dutch law
1. The agreement between Melolelo and the client is governed by Dutch law. The competent court for hearing disputes between Melolelo and the client is the court in the district where Melolelo is located, without prejudice to the legal provisions regarding the jurisdiction of the Subdistrict Court.
Article 18: Changes to the conditions
1. Melolelo reserves the right to change these general terms and conditions. The general terms and conditions will be provided to the client once during the execution by Melolelo of the first placed or the current assignment, so that he is aware of this. When extending the current or placing a new assignment with Melolelo, the client must inform itself whether the general terms and conditions of Melolelo have been changed during that time.