Interakt Algemene general terms and conditions of delivery
Article 1 – DEFINITIONS :
a. Interakt: Interakt Poductions BV, established in Amsterdam, registration number Chamber of Commerce 58117628 in Amsterdam;
b. Client: the natural person, partnership, general partnership or legal entity that gives one or more assignments to Interakt;
c. Assignment: the assignment given by the client to Interakt;
d. Delivered end product: all material and intangible items, including but not limited to film works, provisional and/or final designs, sketches, drawings, models, working drawings, detailed drawings, photographic works, formats, texts, stories, synopsi, treatments, scripts, slogans, slogans, games, animations, musical works, websites, computer programs, voices, sounds and effects, as well as the carriers on which all this is recorded, whether or not provisionally as an intermediate, partial or final result of the activities in the context of the assignment is made available to the client by Interakt;
e. Reference material: all items, persons, information or data that are made available to Interakt by the client in order to carry out the assignment adequately and correctly;
f. Contact person: the natural person designated as such by the client for that purpose, and who is deemed to have decision-making power with regard to the actual performance of the agreement, and who is deemed to be authorized to make, request or request changes during the performance. to implement.
Article 2 – GENERAL
2.1 These general terms and conditions apply to all agreements between Interakt and the client, unless Interakt has expressly waived these in writing.
Such renunciation only relates to the agreements for which the waiver has taken place and must be confirmed in writing by Interakt again for each agreement.
2.2 Deviations from these terms and conditions are only binding if and insofar as Interakt has expressly agreed to this in writing.
A deviation expressly accepted in writing by Interakt only relates to the agreements for which Interakt has accepted the deviation and must be confirmed in writing for each agreement.
2.3 Interakt expressly rejects the general terms and conditions declared applicable by the client, except if and insofar as Interakt has expressly accepted the applicability of such terms and conditions in writing in advance.
2.4 Amendments to an agreement can only be made by means of an additional agreement signed by both parties.
This supplementary agreement only applies insofar as it concerns the quotation, the assignment or the underlying agreement for which it has been accepted.
2.5 These general terms and conditions can be changed by Interakt.
In the event of an amendment to these general terms and conditions by Interakt, the amended terms and conditions apply from the day of publication on the website www.interakt.nl, for new as well as for current assignments.
Article 3 – OFFERS
3.1 All offers made by Interakt are without obligation and can be amended or withdrawn by Interakt at any time as long as an agreement has not been concluded, without Interakt being liable to pay any compensation or damages in any form whatsoever to the client.
3.2 If the client accepts the offer, Interakt will provide the client with an order confirmation.
3.3 An agreement is only concluded after the client has signed and returned Interakt's written order confirmation by fax or post, or when a written agreement has been signed by all parties.
Article 4 – ASSIGNMENTS
4.1 Orders are in any case deemed to have been accepted by Interakt if the client has received a written order confirmation or Interakt has (demonstrably) sent a written order confirmation.
4.2 If there is no written confirmation of the order, the agreement is deemed to have been concluded if Interakt has already started the execution of the order, insofar as this commencement of the execution results from agreements or statements made by or on behalf of the client to which Interakt in reasonableness could and should be trusted.
4.3 If, after the agreement has been concluded, the client wishes to make changes to the agreement with regard to (the execution) of the assignment, he must notify Interakt of these changes in writing.
If the changes referred to are made known verbally by the client, the implementation of the desired changes is at the risk of the client.
The costs associated with the changes desired by the client will be borne by the client.
4.4 If a change in the agreement results in the agreed delivery term being exceeded, this term will be extended for an indefinite period – unless otherwise agreed in writing.
Such exceeding is at the expense and risk of the client.
All related costs and damages are for the account of the client.
4.5 Interakt is at all times entitled to outsource the assignment or parts thereof to or have them performed by third parties of its choice not employed by it without the client's permission.
Interakt has the right to carry out the assignment, insofar as this is not exactly described in the agreement or confirmation of the assignment, entirely according to its own creative insights and views.
Interakt is entitled, without prior consultation with the client (also) on behalf of the client, to accept any limitation of liability on the part of third parties engaged by Interakt, to which limitation the client is bound.
4.6 The client will ensure that all data or reference materials that Interakt reasonably needs for the proper execution of the assignment in its opinion, come into the possession of Interakt in the desired form and on time.
The client also provides all other necessary cooperation for the execution of the assignment.
Interakt has the right to suspend the execution of an assignment until the client has fulfilled all the obligations mentioned.
All costs and damages caused by the suspension are for the account of the client.
4.7 Agreements cannot be terminated prematurely by the client.
If the client nevertheless terminates the agreement in whole or in part, the client is obliged to reimburse all costs incurred with a view to the execution of the agreement, including costs and obligations towards third parties, without prejudice to Interakt's right to compensation and compensation. due to loss of profits, which compensations, without a written notice of default being required, are immediately due and payable at the time of termination.
4.8 In the event of force majeure on the part of the client, the client is in any case obliged to reimburse all costs incurred with a view to the execution of the agreement, including costs and obligations towards third parties.
Without a written notice of default being required, the client also owes the statutory commercial interest as referred to in Section 6:119a of the Dutch Civil Code on these costs, which will be calculated from the moment that Interakt knew or could reasonably and should have known that the client in the compliance would fail.
4.9 Agreements between Interakt and the contact person of the client are binding on the client.
If no contact person of the client is present during the actual execution, Interakt is deemed – insofar as necessary – to act as representative or agent of the client with the consent of the client, and is therefore authorized to make changes to the execution, subject to obligation of the client to reimburse Interakt for any costs associated with these changes.
4.10 The applicability of articles 7:409 of the Dutch Civil Code is excluded.
Article 5 – DELIVERY TIMES
5.1 The delivery times stated in quotations, order confirmations and agreements are approximate, and therefore not fatal, and are not binding on Interakt, unless expressly agreed otherwise in writing.
5.2 The delivery periods only start at the time of the conclusion of the agreement, or if later on receipt of all necessary reference materials, or if later on receipt of the stipulated advance or security.
5.3 Exceeding a delivery term does not entitle you to compensation, unless there is a gross attributable shortcoming in the fulfillment on the part of Interakt.
In this case, a deadline must be exceeded, which has been expressly agreed as such in writing.
In that case, the client can only claim compensation for costs incurred in relation to the assignment.
Compensation consisting of statutory interest and/or default interest, or compensation for loss of profit is expressly excluded.
Article 6 – DELIVERY
6.1 If it has been agreed that delivery of the end product will not take place in one go, but in parts, each partial delivery can be invoiced separately, whereby payment must be made in accordance with the payment conditions laid down in these terms and conditions.
6.2 If the agreed assignment extends over a period longer than 30 days, Interakt is entitled to invoice in the interim after the expiry of this term.
6.3 Interakt has the right to suspend or discontinue its activities if the client has not paid the amounts owed in full within 14 days of the invoice date.
Article 7 – USE
7.1 Delivery of the agreed end product to the client or completion of the assignment only implies permission for use in the agreed manner, which permission is expressly given under the suspensive condition that the client must do all that he has under the agreement concluded between the parties. and) and has paid any amounts owed to Interakt under these terms and conditions.
7.2 The use by the client is limited to the purpose, territories, carrier, period, frequency and media as agreed between the parties.
If the parties have not agreed on the use, the right to use is deemed to be a one-off, limited to use for a maximum period of six months in the Netherlands and to the medium in which the use took place for the first time.
Any other use requires Interakt's prior written consent.
7.3 If the permission referred to in the previous paragraph has not been given, the client will in any case owe Interakt the following compensation, expressed as a percentage of the total amount of the assignment, for: a- use within Europe (outside the Netherlands): 100% by country;
b- use outside Europe: 200% per country;
c- use in another medium: 200% per medium;
d- use for a longer period: 200% per year, with a minimum of one year.
The damages under a to d can be passed on cumulatively and are immediately due and payable from the moment of any unauthorized use, without the need for a notice of default.
The damages are without prejudice to Interakt's right to take all legal measures against the client that the (copy) law offers it, including attachments and legal prohibitions.
7.4 If Interakt is held liable by third parties for any reason whatsoever in connection with unauthorized use, Interakt has the right to fully recover the resulting damages, in addition to the damages referred to in the previous paragraph, from the client.
Article 8 – PRICES
8.1 The prices stated in quotations, order confirmations and agreements are partly based on the cost prices applicable at the time of drawing up.
In the event of an increase in the 4 applicable cost prices, Interakt has the right to pass on these increases to the client, even after the agreement has been concluded.
If such a price change occurs, the client is not entitled to demand dissolution of the agreement, unless such a price change conflicts with the requirements of reasonableness and fairness.
In the event of such a dissolution of the agreement, the client will in any case reimburse the profits lost by Interakt and the costs already incurred by Interakt.
8.2 Interakt is always entitled, when concluding the agreement or afterwards, to require that before commencing or continuing with the execution of the agreement with the client, the client must make an advance payment or sufficient security for payment must be provided in any other satisfactory manner within a term determined in writing in the agreement or afterwards by Interakt.
If the client does not comply with this within this period, Interakt has the right to suspend the execution of the agreement or to dissolve the agreement in whole or in part.
In that case, the client owes Interakt compensation for the damage suffered, including the loss of profit.
8.3 If the client does not give Interakt the opportunity to carry out the assignment, Interakt is entitled to dissolve the agreement.
In that case, the client owes compensation for the damage suffered, which at least consists of the amount that Interakt would have obtained if it had been able to properly comply.
8.4 All amounts referred to in these general terms and conditions and in the offers, order confirmations and agreements are exclusive of VAT and are denominated in euros.
Article 9 – INTELLECTUAL PROPERTY AND RETENTION OF TITLE
9.1 The ownership and intellectual property rights of the end product delivered to the client rest with Interakt.
9.2 If it has been agreed that the ownership of the end product to be delivered will be transferred to the client, this will take place under the suspensive condition that the client will have paid all that it owes to Interakt under – regardless of which – agreement.
The right to use the end product delivered to the client only arises when the client has paid all that it owes to Interakt, for whatever reason.
9.3 The client is not permitted to transfer the ownership of the end product delivered by Interakt to third parties, to pledge, to lend, rent out or otherwise make available, to encumber the end product with claims or rights of third parties, unless there is of a transfer of ownership as referred to in the previous paragraph or with the prior written consent of Interakt and the client has fulfilled all obligations towards Interakt, for whatever reason.
9.4 The client indemnifies Interakt against claims by third parties with regard to intellectual property rights regarding the reference material provided by the client or any idea, synopsis, treatment, scenario, script, storyline, format approved by the client and elaborated, adapted and/or executed by Interakt. or concept, as well as with regard to loss, theft, destruction or damage to the reference material and/or data made available or provided by the client.
9.5 Unless expressly agreed otherwise in writing, the client shall state the name of INTERAKT in the following manner when using the end product delivered or made available to him: In or on the work, on the data carriers, on the packaging and in all promotional expressions: “©INTERAKT AMSTERDAM”;
The client must also impose this obligation on third parties.
9.6 The client undertakes to use the delivered end product only for the purpose, medium, duration, frequency and territory as agreed between the parties.
The client is not permitted to make changes to the delivered end product without the prior written consent of Interakt.
9.7 Interakt is at all times in all ways and worldwide entitled to use the delivered end product, irrespective of whether a transfer of ownership or copyrights has taken place or whether the client has obtained the exclusive right to use the end product delivered to the client, in order to to engage in publicity or promotion for their own benefit.
In any case, Interakt is entitled to publish the delivered end product and/or to have it reproduced (or have it reproduced) in catalogues, books, exhibitions, postcards, brochures, folders, posters, festivals, television, websites, etc.
9.8 If a third party objects to the end product delivered by Interakt on the basis of any alleged right, Interakt is entitled to immediately cease its activities.
In that case, the client cannot dissolve the agreement and the client cannot claim compensation.
9.9 Interakt is authorized to terminate the agreement with immediate effect as soon as the client becomes bankrupt or applies for a moratorium or if the client is subject to the Debt Rescheduling Act for Natural Persons.
If the client has not fulfilled all obligations towards Interakt at that time, all possibly transferred intellectual property rights will automatically return to Interakt without further (legal) act or deed.
Article 10 – RISK AND LIABILITY
10.1 Shipment or delivery of the end product, to whoever and wherever, takes place at the expense and risk of the client.
10.2 If the client fails to take receipt of the end product sent by Interakt or if the end product is not purchased in any way due to causes independent of Interakt's will, this will be at the risk of the client.
Interakt is then entitled to store the end product or have it stored at the expense and risk of the client and to demand payment as if the delivery had taken place.
10.3 The client is at all times responsible for the consequences of the use of the end product.
The client indemnifies Interakt in this regard against all third-party claims.
Article 11 – FORCE MAJEURE
11.1 In the event of force majeure on the part of Interakt, Interakt is entitled either to suspend the execution of the agreement or to dissolve the agreement in whole or in part.
In that case, the client will not be entitled to dissolve the agreement, to claim fulfillment and/or compensation, unless this conflicts with the requirements of reasonableness and fairness.
If fulfillment by Interakt is permanently impossible, the client is obliged to reimburse the costs already reasonably incurred by Interakt.
11.2 Compensation as stated in the first paragraph will not exceed the amount that the client will then have paid to Interakt.
11.3 Any liability beyond that covered by the liability insurance taken out by Interakt is in any case expressly excluded. Information about the liability insurance taken out by Interakt will be provided upon request. Any liability of Interakt for consequential damage is excluded.
11.4 If, for whatever reason, no payment is made under the aforementioned liability insurance, Interakt's liability is limited to the production fee charged by Interakt in connection with the relevant assignment, with a maximum of € 25.000.
11.5 Interakt is not liable for shortcomings of third parties engaged by Interakt.
If the client addresses the relevant third party directly, the client indemnifies Interakt against any claim by the third party in connection with that liability claim as well as all related costs for Interakt.
11.6 All rights of action for whatever reason vis-à-vis Interakt in connection with the work performed by Interakt will in any case lapse as soon as a period of one year has elapsed after the time at which the person concerned became aware or could reasonably have been aware of the existence of these rights of action.
11.7 These general terms and conditions are stipulated for the benefit of the management and directors of Interakt, as well as for all those who, whether or not under an employment contract, are or were employed for Interakt.
The indemnifications contained in these general terms and conditions apply directly to these persons.
They can never be held liable by the client, except in the case of intent or gross negligence.
In these exceptional cases, the forfeiture clause contained in paragraph 6 applies directly to these persons.
11.8 The limitation of liability, exclusions, expiry period and indemnifications contained in these general terms and conditions also apply to all non-contractual claims of the client against Interakt, insofar as these are related to the execution of an order by Interakt.
Article 12 – PAYMENT TERMS
12.1 Unless otherwise agreed in writing, the invoices sent to the client must be paid within 14 days of the invoice date.
By the mere expiry of this term, the client is in default without further notice of default.
12.2 If payment in installments has been agreed, late payment will make the entire agreed amount immediately due and payable.
No notice of default is required for this.
12.3 In the event of non-payment or late payment, the client owes the statutory commercial interest as referred to in Article 6:119a of the Dutch Civil Code from the invoice date.
All other costs, such as collection costs - which will be linked to the guidelines of the Netherlands Bar Association -, extrajudicial costs and lawyer's costs are for the account of the client.
Interakt is entitled at its own discretion, instead of the costs referred to in the previous sentence, to claim a flat-rate compensation of 15% over all that is due to it.
12.4 If the client does not fulfill its payment obligation or does not fulfill it on time, Interakt has a right of retention with regard to all items made available to it by the client, until all amounts owed by the client to Interakt have been paid.
12.5 The client waives any right to set-off or suspension with regard to all payments.
Article 13 – RETURNS AND ADVERTISING
The client undertakes to study the end product delivered by Interakt upon receipt and to examine it for defects.
If the client has not submitted a written complaint within five days after dispatch of the end product, the client is deemed to agree with the delivered goods.
Despite written complaints within this period, the client is in any case obliged to pay all that is owed to Interakt.
Article 14 – FINAL PROVISIONS
14.1 All disputes of whatever nature between the parties will exclusively be brought before the competent court in Amsterdam, without prejudice to Interakt's authority to submit a dispute to any other competent court.
14.2 Disputes will be settled exclusively under Dutch law.
14.3 The client undertakes to immediately inform Interakt in writing of any change of address, failing which the address of the client known in Interakt's records will be deemed to be the client's domicile.