1. General
These terms and conditions apply to all offers and agreements, the resulting deliveries and services of whatever nature between Content Explorers and the client. Deviations and additions are only binding if and insofar as they have been expressly agreed in writing between the parties.
2. Quote
All oral and written offers and the related quotation from Content Explorers are without obligation. The quotations may be subject to change due to an unforeseen change in the work. The quotations are always excluding VAT.
3. Written confirmation
Orders must be confirmed in writing by the client. If the client fails to do so and the assignment is confirmed by Content Explorers and no objection is made to it within 4 (four) days of receipt, the content of this confirmation will apply. If neither of the parties confirms the assignment in writing and Content Explorers has started executing the assignment with the consent of the client, the client is deemed to have issued the assignment in accordance with the quotation. Oral agreements and stipulations are only binding on Content Explorers after they have been confirmed in writing by Content Explorers.
THE IMPLEMENTATION OF THE AGREEMENT
4. Disclosure of data
The client is obliged to do everything that is reasonably necessary or desirable to enable a timely and correct delivery by Content Explorers, in particular by the timely delivery of complete, sound and clear data/required materials.
5. Disclosure and duplication
Before proceeding to publication, the parties must give each other the opportunity to check and approve the last version. If the customer does not consider the latter necessary for whatever reason, the risk of possible errors in the end product lies with the customer.
6. Term of delivery
A term specified by Content Explorers for the completion of an assignment is only an indication, unless it is expressly stated in writing that it concerns a final term.
COPYRIGHT, DESIGN RIGHT AND PROPERTY RIGHT
7. Copyright and Industrial Property
The copyright and the exclusive right of the content created and delivered are with Content Explorers. As long as no further written agreement is entered into between Content Explorers and the client with regard to the transfer of copyright or the exclusive right of the content, these rights remain with Content Explorers.
8. Copyright holder
Content Explorers guarantees that a delivered item has been created by or on behalf of him/her, that he/she is considered a maker within the meaning of the Copyright Act and that he/she can dispose of the work as a copyright holder.
9. Research into the existence of rights
Unless expressly agreed, the assignment does not include conducting research into the existence of trademark rights, drawing or design protection, patent rights, copyrights and portrait rights of third parties. The same applies to research into the possibility of such forms of protection for the client.
10. Content Explorers Ownership
As long as no further agreements are made between Content Explorers and the client with regard to the transfer of title to the materials made available by the designer, such as films, images, workshops, documents etc., these remain the property of Content Explorers.
USE AND LICENSE
11. Use
When the client fully complies with his obligations under the agreement with Content Explorers, he thereby acquires the exclusive right to use the delivered content, insofar as this concerns the right of publication and reproduction in accordance with the destinations as agreed with the order.
12. Wider Use
In the event of wider use than agreed, a new agreement with regard to the user rights must be concluded between the parties.
13. Changes
The client is not permitted to make changes to the provisional or final designs without written permission from Content Explorers. Content Explorers cannot withhold this permission if this is contrary to reasonableness. In the event of a change desired by the client, the client must be the first to give Content Explorers the opportunity to implement it. A fee must be paid for this, based on the usual fee rates charged by Content Explorers.
14. Own promotion
As long as no further agreements have been made about this, Content Explorers has the freedom to use the design for its own publicity or promotion.
FEE
15. Fee for changed assignment
If Content Explorers is forced to perform more or different activities due to the late or non-delivery of complete, sound and clear data/materials or due to an amended or incorrect assignment and/or briefing, these activities will be honored separately.
16. Usage Fee
The fee agreed between the parties also includes the compensation for the exclusive right to use the design, insofar as this concerns the right of publication and reproduction in accordance with the destination as agreed in the order.
PAYMENT
17. Payment obligation
Payments must be made within 14 days of the invoice date. If, after the expiry of this term, Content Explorers has not yet received (full) payment, the client will be in default and will owe interest equal to the statutory interest plus 2%. Both extrajudicial costs and judicial collection costs incurred in connection with late payments are for the account of the client. The extrajudicial costs are set at a minimum of 15% of the invoice amount with a minimum of €150.
18. Periodic Payments
Content Explorers has the right, during an assignment, to reasonably charge for work performed up to that point. When arranging product and/or service purchases from third parties, Content Explorers reserves the right to request a deposit of at least 60% of the previously made quotation.
19. Suspension
In the event of non-compliance with its payment obligations by the client, all rights transferred to the client by Content Explorers 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 delivered content made available to him.
REVOKE AND TERMINATE ORDER
20. Revoke order
If the client revokes an assignment, it shall pay the entire fee that Content Explorers would be entitled to upon complete fulfillment of the assignment, as well as all additional costs incurred up to that point.
21. Term Agreement
If the activities of Content Explorers consist of repeatedly performing activities for a publication that appears regularly, the applicable agreement will be valid 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.
22. End assignment
If there are circumstances beyond its control, as a result of which Content Explorers cannot reasonably be expected to continue fulfilling the assignment, Content Explorers has the right to resign this assignment, without being obliged to pay any compensation or guarantee. . In this case he is entitled to the fee for the work performed up to that moment and to reimbursement of the costs incurred up to that moment and he is obliged to make the results achieved available to the client. If conduct or actions on the part of the client are the cause that Content Explorers cannot reasonably be expected to continue fulfilling the assignment, then De Content Explorers has, in addition to the right to resign the assignment,
LIABILITY
23. Liability
Content Explorers can never be held liable for errors in the text or design or the delivered/posted content, if the client, in accordance with the provisions of art. 7, has carried out an inspection – or has waived this possibility – and has given its approval.
The client bears the risk of misunderstandings or errors with regard to the execution of the agreement if these are caused or caused by the client's manuals, such as late or non-delivery of complete, sound and clear data/materials.
24. Limitation of Liability
Content Explorers's liability for damage pursuant to an agreement with a client is always limited to the amount of Content Explorers's fee.
25. Currency
All amounts are stated in euros unless stated otherwise.
OTHER PROVISIONS
26. Other Terms
General and special conditions of the client do not bind De Content Explorers if and insofar as they do not conflict with these conditions and insofar as De Content Explorers has explicitly accepted the applicability of such conditions in writing.
27. Dutch law
Dutch law applies to the agreement between Content Explorers and the client. The competent court for hearing disputes between Content Explorers and the client is the court in the district where Content Explorers is located, without prejudice to the statutory provisions regarding the jurisdiction of the Subdistrict Court.