Terms and Conditions

Terms and Conditions.

Article 1 - Definitions.

Eye4Media, located in Utrecht, Netherlands, Chamber of Commerce number 77874579, is referred to as the service provider in these terms.
The counterparty of Eye4Media is referred to as the client in these terms.
Parties refer to Eye4Media and the client together.
Agreement means the service agreement between the parties.

Article 2 - Applicability of general terms and conditions.

These terms apply to all quotations, offers, activities, agreements, and deliveries of services or goods by or on behalf of Eye4Media.
Deviations from these terms are only possible if expressly agreed upon in writing between the parties.
The agreement contains obligations for Eye4Media to perform to the best of its abilities, but does not imply obligations to achieve specific results.

Article 3 - Payment.

Invoices must be paid within 7 days of the invoice date, unless otherwise agreed upon in writing between the parties or a different payment term is stated on the invoice.
Payments shall be made without any appeal to suspension or setoff by transferring the amount due to the bank account specified by Eye4Media.
If the client fails to pay within the agreed period, they are automatically in default, without the need for any reminder. From that moment on, Eye4Media has the right to suspend its obligations until the client has fulfilled its payment obligations.
If the client defaults, Eye4Media will proceed with collection. The costs associated with this collection are borne by the client. If the client is in default, they are also liable to pay statutory (commercial) interest, extrajudicial collection costs, and other damages to Eye4Media. The collection costs are calculated in accordance with the Decree on Compensation for Extrajudicial Collection Costs.
In case of liquidation, bankruptcy, attachment, or suspension of payments by the client, Eye4Media’s claims against the client are immediately due and payable.
If the client refuses to cooperate with the execution of the assignment by Eye4Media, the client is still obliged to pay the agreed price to Eye4Media.

Article 4 - Offers and quotations.

Eye4Media’s offers are valid for a maximum of 3 months, unless the offer specifies a different acceptance period. If the offer is not accepted within this period, it expires.
Delivery times in quotations are indicative and do not entitle the client to dissolution or compensation in case of exceeding, unless expressly agreed otherwise in writing between the parties.
Offers and quotations do not automatically apply to repeat orders. The parties must agree this expressly and in writing.

Article 5 - Prices.

The prices mentioned on offers, quotations, and invoices from Eye4Media are exclusive of VAT and any other government levies, unless expressly stated otherwise.
The prices of goods are based on the known cost prices at that time. Increases that Eye4Media could not foresee at the time of the offer or the conclusion of the agreement may result in price increases.
Regarding services, the parties may agree on a fixed price at the conclusion of the agreement.
If no fixed price is agreed upon, the rate for the services can be determined based on the actual hours spent. The rate is calculated according to the usual hourly rates of Eye4Media, applicable for the period in which they perform the work, unless a different hourly rate is agreed upon.
If no rate based on actual hours spent is agreed upon, an estimated price for the services is agreed upon, with Eye4Media having the right to deviate by up to 10%. If the estimated price exceeds 10%, Eye4Media must inform the client in a timely manner why a higher price is justified. The client then has the right to cancel the portion of the order that exceeds the recommended price plus 10%.

Article 6 - Price indexation.

The prices and hourly rates agreed upon at the conclusion of the agreement are based on the price level in effect at that time. Eye4Media is entitled to adjust the fees charged to the client annually as of January 1st.
Adjusted prices, rates, and hourly wages will be communicated to the client as soon as possible.

Article 7 - Provision of information by the client.

The client shall provide all relevant information necessary for the execution of the assignment to Eye4Media.
The client is obliged to provide all data and documents that Eye4Media deems necessary for the correct execution of the assignment, in a timely manner and in the desired form and manner.
The client is responsible for the accuracy, completeness, and reliability of the information and documents provided to Eye4Media, even if they originate from third parties, unless the nature of the assignment dictates otherwise.
The client indemnifies Eye4Media against all damage, in whatever form, resulting from non-compliance with the provisions of the first paragraph of this article.
If and to the extent that the client requests, Eye4Media will return the relevant documents.
If the client does not, not timely, or not properly provide the information and documents requested by Eye4Media, and this delays the execution of the assignment, the resulting additional costs and fees shall be borne by the client.

Article 8 - Cancellation of assignment.

The client is free to terminate the assignment to Eye4Media at any time, subject to a notice period of 30 days, provided that Eye4Media has provided services.
If the client withdraws the assignment, the client is obliged to pay the due fee and the costs incurred to Eye4Media.

Article 9 - Execution of the agreement.

Eye4Media will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
Eye4Media has the right to have work performed by third parties.
The execution takes place in mutual consultation and after written agreement and payment of any agreed advance payment.
It is the responsibility of the client to ensure that Eye4Media can start the assignment in a timely manner.

Article 10 - Duration of the contract.

The agreement between the client and Eye4Media is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties have expressly and in writing agreed otherwise.
If the parties have agreed on a term for the completion of certain work within the term of the agreement, this term is never a strict deadline. In case of exceeding this term, the client must notify Eye4Media in writing.

Article 12 - Force majeure.

In addition to the provisions of article 6:75 of the Dutch Civil Code, a failure of Eye4Media in the performance of any obligation towards the Client cannot be attributed to Eye4Media if there are circumstances beyond the control of Eye4Media that make the performance of its obligations towards the Client wholly or partially impossible or that make it unreasonable to expect Eye4Media to fulfill its obligations. These circumstances include, among others, failures of suppliers or other third parties, power failures, computer viruses, strikes, adverse weather conditions, and work stoppages.
If a situation as described above occurs that prevents Eye4Media from fulfilling its obligations towards the client, those obligations are suspended as long as Eye4Media cannot fulfill its obligations. If the situation described in the previous sentence has lasted for 30 calendar days, the parties have the right to terminate the agreement in writing in whole or in part.
In the event described in the second paragraph of this article, Eye4Media is not obliged to compensate for any damages, even if Eye4Media benefits from the force majeure situation.

Article 13 - Settlement.

The client waives the right to set off any debt to Eye4Media with any claim against Eye4Media.

Article 14 - Suspension.

The client waives the right to suspend the performance of any obligation under this agreement.

Article 15 - Assignment of rights.

The rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision shall be deemed a clause with proprietary effect as referred to in article 3:83 paragraph 2 of the Dutch Civil Code.

Article 16 - Expiry of claim.

Any right to compensation for damage caused by Eye4Media expires in any case 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of article 6:89 of the Dutch Civil Code.

Article 17 - Insurance.

The client undertakes to adequately insure and keep insured the delivered goods necessary for the execution of the underlying agreement, as well as the goods of Eye4Media at the client’s premises and goods delivered under retention of title, against, among other things, fire, explosion, water damage, and theft.
The client shall provide the policy of such insurance for inspection upon first request.

Article 18 - Liability for damages.

Eye4Media shall not be liable for damages resulting from this agreement unless Eye4Media caused the damages intentionally or with gross negligence.
If Eye4Media is liable to the client for any damages, the compensation shall not exceed the fee. Any liability for damages arising from or related to the execution of an agreement is always limited to the amount that will be paid out in the relevant case by the concluded (professional) liability insurance(s). This amount is increased by the amount of the deductible according to the respective policy.
The limitation of liability also applies if Eye4Media is held liable for damages resulting directly or indirectly from the improper functioning of equipment, software, data files, registers, or other items used by Eye4Media in the execution of the assignment.
The liability of Eye4Media is not excluded for damages resulting from intent or conscious recklessness of Eye4Media, its managers, or subordinates.

Article 19 - Liability of the client.

If an assignment is given by more than one person, each is jointly liable for the amounts owed by Eye4Media under that assignment.
If an assignment is given directly or indirectly by a natural person on behalf of a legal entity, this natural person can also be the client in a personal capacity. This requires that this natural person can be considered as a (co-)policy maker of the legal entity. In case of non-payment by the legal entity, the natural person is personally liable for payment of the invoice, regardless of whether it is in the name of a legal entity or in the name of the client as a natural person, or both, whether or not at the request of the client.

Article 20 - Indemnification.

The client indemnifies Eye4Media against all claims from third parties related to the goods and/or services provided by Eye4Media.

Article 21 - Duty to complain.

The Client is obliged to report complaints about the work performed to Eye4Media in writing without delay. The complaint must contain the most detailed description possible of the shortcoming so that Eye4Media can respond appropriately.
In any case, a complaint cannot result in Eye4Media being obliged to perform work other than agreed.

Article 22 - Retention of title, right of retention, and right of pledge.

The goods present at the client’s premises and the goods and parts delivered remain the property of Eye4Media until the client has paid the entire agreed price. Until that moment, Eye4Media can invoke its retention of title and take back the goods.
If the agreed advance payments are not paid or not paid on time, Eye4Media has the right to suspend the work until the agreed portion is paid. This constitutes default by the debtor. Late delivery cannot be attributed to Eye4Media in this case.
Eye4Media is not authorized to pledge or otherwise encumber the goods subject to its retention of title.
If the goods have not yet been delivered but the agreed advance payment or price has not been paid as agreed, Eye4Media has the right of retention. The goods will only be delivered after the client has paid in full and according to the agreement.
In case of liquidation, bankruptcy, or suspension of payment of the client, the client’s obligations become immediately due and payable.

Article 23 - Intellectual property.

Unless otherwise agreed in writing, Eye4Media retains all intellectual property rights (including copyrights, patent rights, trademark rights, design and model rights, etc.) to all designs, drawings, documents, data carriers or other information, quotations, images, sketches, models, etc.
The mentioned intellectual property rights may not be copied, displayed, and/or made available to third parties or otherwise used without the written permission of Eye4Media.
The Client undertakes to maintain the confidentiality of the confidential information provided to him by Eye4Media. Confidential information includes, in any case, that to which this article relates, as well as the business data. The Client undertakes to impose a written obligation of confidentiality on his personnel and/or third parties involved in the execution of this agreement regarding the scope of this provision.

Article 24 - Confidentiality.

Each of the parties shall keep confidential all information received from the other party (in any form whatsoever), as well as any other information concerning the other party of which it knows or reasonably suspects that it is confidential or secret, or information from which its dissemination could harm the other party, and shall take all necessary measures to ensure that its personnel also keep such information confidential.
The confidentiality obligation mentioned in the first paragraph of this article does not apply to information
That was already public at the time it was received by the recipient or subsequently became public without the receiving party breaching any confidentiality obligation;
That the receiving party can prove was already in its possession at the time of disclosure by the other party;
Received by the receiving party from a third party, where that third party had the right to provide that information to the receiving party;
That the receiving party is required to disclose under a legal obligation.
The confidentiality obligation described in this article shall apply for the duration of this agreement and for a period of three years after its termination.

Article 25 - Sanction for Breach of Confidentiality Obligation.

If the client breaches the article regarding confidentiality in these terms, the client shall forfeit to Eye4Media an immediately payable penalty of €450 per violation, and additionally, an amount of €500 for each day the violation continues. This is regardless of whether the violation can be attributed to the client. For the penalty to be forfeited, no prior notice of default or judicial procedure is required. There is also no need for any form of damage.
The forfeiture of the penalty referred to in the first paragraph of this article does not affect the other rights of Eye4Media, including its right to claim damages in addition to the penalty.

Article 26 - Non-hiring of personnel.

The client agrees not to employ any employees of Eye4Media (or of companies engaged by Eye4Media in the execution of this agreement and involved in the execution of the agreement) or have them work for him in any other way. This prohibition applies during the term of the agreement and for one year after its termination. There is one exception to this prohibition: the parties may make other agreements in good business consultation. These agreements apply as far as they are documented in writing.

Article 27 - Applicable law and competent court.

Only Dutch law applies to any agreement between the parties.
The Dutch court in the district where Eye4Media is established/practice/office has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.