1.1 Terms and Conditions: these terms and conditions, which have been filed by the Contractor with the Chamber of Commerce under number 84568186;
1.2 Third Parties: any third parties who, in order to provide the agreed upon Services, provide services to the Contractor at the Contractor's request.
1.3 Services: all services and/or work to be provided by the Contractor to the Client in the context of an assignment or accepting work, including any goods, including but not limited to guidance and advice provided by the Contractor in the field of (marketing) communication and the creation of Materials, as specified in the Agreement.
the Contractor
1.4 Materials: all marketing or publication material or other content or materials provided by theContractor in connection with the Services.
1.5 Client: the counterparty of the Contractor in the Agreement.
1.6 Contractor: Cirqle, located in Culemborg and having its office at (4102VG) Culemborg, Valeriaan 26, registered in the commercial register of the Chamber of Commerce under number84568186, operating daily from Kingsfordweg 151, 1043 GR Amsterdam.
1.7 Agreement: the agreement between the Client and the Contractor, as well as any modification or supplement to the agreement and all (legal) actions required, whether or not retrospectively, for entering into the agreement.
2.1 These terms and conditions apply to all Agreements between the Contractor and the Client, as well as all quotations, estimates, proposals, and other (legal) actions by the Contractor.
2.2 These terms and conditions apply to all legal relationships arising from those agreements between the Client and the Contractor and to all extra-contractual relationships between the parties.
2.3 In the event that the Contractor engages a Third Party to perform the Services discussed in the Agreement, the conditions under which the Third Party performs the services will also apply to the Agreement between the Contractor and the Client, without prejudice to the other rights and obligations under the Agreement between the Client and the Contractor.
2.4 If these terms and conditions are in conflict with the terms and conditions of the Third Party that apply to the Contractor, the terms and conditions to which the Contractor is bound with regard to a specific subject shall prevail.
2.5 The applicability of the Client's general terms and conditions or industry conditions is explicitly rejected.
2.6 The Contractor is always entitled to unilaterally change these terms and conditions. In that case, the latest text of these conditions will always apply. A change will also apply to Agreements that have been concluded prior to the change.
2.7 If and to the extent that any provision in these terms and conditions is or becomes wholly or partially invalid, null, or unenforceable, this invalidity, nullity, or unenforceability shall not affect the remaining provisions and these terms and conditions shall remain in full force and effect. The Client and the Contractor will then enter into consultation to agree on new provisions to replace the invalid or voided provisions, taking into account as much as possible the purpose and intent of the original provisions.
3.1 All quotes from the contractor, as well as the prices, services, deadlines, and other conditions and/or modalities specified by the contractor, are non-binding unless explicitly stated otherwise. If it is explicitly stated that the quote is not non-binding but binding, the quote will expire thirty(30) days after the quote date. The prices, services, deadlines, and other conditions and/or modalities listed in a quote form a whole and cannot be claimed separately.
3.2 Orders placed by the Client are irrevocable.
3.3 An Agreement can only be concluded by the Contracted Party's written acceptance of an assignment from the Client. If the Contracted Party has performed any work at the Client's request before an Agreement has been concluded, the Client will pay the Contracted Party for this in accordance with the Client's applicable rates.
3.4 If it is necessary to make changes to the Agreement, this can only be done by written agreement of both the Contractor and the Client. If any relevant amendments involve costs, these costs will be borne by the Client.
3.5 The Contractor is at all times entitled not to accept an order without giving reasons. In addition, the Contracted Party may cancel the order after an Agreement has been concluded, up to one week after a proposal has been approved by the Client. In this case, the Contractor is not obliged to refund more than the amount already paid in advance by the Client.
4.1 Contractor shall perform its work to the best of its knowledge and ability.
4.2 The Principal will always provide all useful and necessary information in writing and/or electronically in a timely manner and provide other cooperation for the performance of the Agreement by the Contractor. The Principal guarantees the accuracy, completeness, and reliability of the information it provides, even if it originates from third parties. In the event, that information necessary for the Agreement is not at the Contractor's disposal, or not in time, correctly and completely, or not in accordance with the arrangements made, or if the Principal does not fulfill its obligations in any other way, the Contractor will be entitled to suspend the fulfillment of the Agreement and to charge the costs incurred as a result in accordance with its usual rates. If, after the summons, the principal still remains in default, the Contractor is entitled to terminate the Agreement with immediate effect and without any obligation for compensation.
4.3 The Contractor shall not be liable for any damage caused by the fact that the Contractor relied on incorrect and/or incomplete data and information provided by the Client.
4.4 If the commencement or progress of the work is delayed due to circumstances that are at the client's risk, the Client must compensate the Contractor for the resulting loss if it is attributable to the Client.
4.5 The Services will be performed during regular working hours and working days and under normal circumstances unless otherwise agreed in writing. If it appears that the Agreement requires adjustments, the Contractor will consult with the Client.
4.6 The Client shall review all content and others sent by the Contractor as soon as possible and approved by email or in writing if necessary. If the Client does not respond in writing or by email within 4 business days of receipt, the content and/or sent will be deemed approved.
4.7 If there is such urgency in approving the aforementioned in paragraph 3, the Contractor may require the Client to confirm this in writing by the return of post, before proceeding to provide the(further) agreed Services.
4.8 Amendments to the Agreement must be communicated to the Contractor in writing and in a timely manner.
4.9 If the budget included in the Agreement is exceeded by up to 10%, the Client will accept it and the Contracted Party will not be obliged to notify the Client in advance. Unless otherwise agreed in writing, agreed delivery dates can never be considered deadlines. In the event of late delivery of the Materials and/or agreed Services, the Contracted Party must be given written notice of default before it is in default.
4.10 When the Materials resulting from Contractor's completed, agreed-upon Services are accepted by Contractor, any work regarding such Materials that must be performed subsequently will be separately estimated and invoiced by Contractor to Client.
4.11 The Materials referred to in 4.10 will be retained by the Contractor for three calendar months. After the expiration of this period, Contractor may request the Client to communicate whether the Client wishes to retain the Materials for a longer period. This will be done by mutual agreement and for a reasonable fee. Unless the Client requests the Contractor to keep the Materials longer or to destroy them, the Materials will be delivered to the Client on the condition that the invoices relating to the Materials have been paid (or reasonable security has been provided for them).
5.1 The Client is only entitled to cancel the Agreement in writing if a change of circumstances of such a nature has occurred after the Agreement was concluded, that according to standards of reasonableness and fairness it cannot be demanded that the Agreement be maintained (in unchanged form) and under the conditions that such cancellation is accepted by the Contractor.
5.2 In that case, the Client shall pay the Contractor compensation for Services already performed based on time spent and costs incurred. This also includes obligations already entered into by the Contractor with Third Parties. In addition, the Client shall owe the Contractor compensation for lost profits related to the canceled order.
6.1 The Contractor is entitled to use Third Parties in carrying out the Services under the Agreement.
6.2 Where under the applicable terms and conditions between Contractor and Third Party a limitation of liability of the Third Party towards Contractor applies, such limitation of liability shall also apply to the relationship between Contractor and Client without prejudice to the other provisions of Article 2.3.
6.3 In the event that the Contractor uses Third Parties selected by the Client in performing the Services under the Agreement, the responsibility for the selection and performance of the Third Party rests with the Client.
6.4 Third Parties shall invoice the Services and/or goods performed by the Third Parties to the Contractor with a comprehensive breakdown. The Contractor will in turn pass on the amounts to the Contractor by means of its own invoice.
7.1 The Client shall fee the Contractor's Services as agreed in writing between the Parties in the quote and/or budget, contract prepared by the Contractor and approved by the client based on (i) applicable hourly rates, or (ii) monthly charges or (ii) a "fixed price.
7.2 Work not mentioned in the quotation is not covered by the Agreement and may increase the price. The additional price will be in line with the additional work to be delivered.
7.3 If the Client requires that the Contractor not perform work for products and/or Services that directly compete with the Materials produced for the Client, the Contractor shall be entitled to an exclusivity fee to be agreed upon.
7.4 The Contractor will send the Client a monthly invoice for the Services per assignment. If possible, the services will be sent within 15 calendar days after the end of the month in which the Services were performed by the Contractor and/or Third Parties. If the Services have a value of more than €10,000, or the Contractor for whatever reason finds that this is required, the Contractor is entitled to send pre- or partial invoices. If the Parties have agreed on a 'fixed price' then 50% of the agreed fee is payable by the Client before commencement of the Services and 50% after completion of the Services unless otherwise agreed in the quotation or contract.
7.5 Unless expressly agreed otherwise, all prices of the Contractor are expressed in euros and exclusive of VAT. Prices and rates are based on execution during normal working hours. Other levies and/or taxes imposed or levied applicable to the Services shall at all times be borne by the Client. The Contractor shall be entitled to pass on to the Client any changes in factors affecting the price and/or cost of the Services, such as Third Party rates, exchange rates, insurance rates, and other levies and taxes.
8.1 Client is obligated to pay the invoices of Contractor within seven (7) calendar days. The client is in default by the mere expiration of the payment term. A reminder and/or notice of default is not required for this purpose.
8.2 In the event of default, all claims of the Contractor against the Client on whatever account shall be immediately due and payable in full. As of that day, the Client shall owe statutory commercial interest pursuant to Section 6:119a of the Dutch Civil Code on all amounts not paid by the last day of the payment period.
8.3 Client shall in no way be entitled to suspend the payment obligation. All payments shall therefore be made without discount, deduction or set-off to a bank account to be designated by the Contractor.
8.4 All costs incurred by the Contractor in obtaining the amounts due in and out of court shall be borne by the Client.8.5 Notwithstanding any statement to the contrary, payments by Client shall be deemed to be made on debts in order of interest, judicial and extrajudicial collection costs, and principal sums due (the older before the younger).
9.1 The Client guarantees at all times that the goods made available to the contracted party within the scope of the Agreement are not subject to any (intellectual) property rights of third parties and that the Client has obtained permission to use those goods or to have them used, also for the benefit of the Contracted Party. In addition, the Client guarantees that no (statutory) regulations and provisions are infringed in any way whatsoever by the use of those goods. The Contracted Party will be indemnified by the Client against all claims from third parties and against all damage suffered or to be suffered by the Contracted Party as a result of the Contracted Party's use of the goods.
9.2 In the event of a claim by a third party, the Client is obliged to notify the Contractor in writing within 48 hours and, if requested, to provide the Contractor with all relevant information and assistance necessary to conduct defense or settlement negotiations.
9.3 All Materials and results of the Services provided by the Contractor for the benefit of the Client are deemed to be protected by intellectual property rights, including but not limited to copyrights, database rights, and industrial property rights (hereinafter referred to as"intellectual property rights"). The intellectual property rights to the Materials and results of all Services shall at all times belong to the Contractor and, if necessary, are hereby assigned to the Contractor, unless otherwise agreed. In case any of the aforementioned rights can only be obtained by registration, the Contractor shall be exclusively entitled to do so.
9.4 If a further deed is required for the transfer of the intellectual property rights, at the Contractor's first request, the Client shall cooperate in the preparation and signing of such deed, without further conditions. For bridging the time until transfer, the Contractor shall be granted an exclusive license to use relevant intellectual property rights, in any manner, as well as a power of attorney to exercise such rights in its own name. The Client shall be granted a license to use the results of the Services provided for the benefit of the Client when the Client has fulfilled all obligations to the Contractor. Without Contractor's prior written approval, the Client shall not be permitted to use the results of the Materials and/or Services in any way other than as expressly agreed. The Client shall indemnify the Contractor against all damage(s) suffered by it and/or claims of third parties in respect of any use other than that expressly agreed upon.
9.5 All preparation materials, sketches, and images, including the electronic files used to create the project remain the property of the Contractor. Final illustrations/digital files become your property only after the final payment for the project is received. If final payment is not received as agreed, all designs and concepts will remain the property of the Contractor until payment is received. If there are problems with the final payment, I reserve the right to use or modify these ideas for other clients or use them freely as concepts in the contractor's portfolio. Should the Client attempt to use, modify, alter, replicate, or steal ideas without making the agreed final payment, the Contractor will immediately seek legal advice.
9.6 The Contractor reserves the right to display all final products, artwork, ideas, and sketches created for this project in a portfolio as examples of client work. This is typically, but not limited to, the completion of the project. If you have specific "confidentiality/stealth mode" or NDA requirements, please state this before agreeing to the proposal.
9.7 Ultimate full payment ensures that only the agreed-upon final product becomes the Principals property. All previous ideas/concepts remain the Contractor's unless a prior agreement has been reached.
9.8 If the Client wishes to use the results of the Services outside the Netherlands, this will be possible on payment of a fee to be agreed upon by the Client to the Engaged Firm. If the Client wishes to acquire the intellectual property rights vested in the Contractor's Third Parties, this must be made known to the Contractor in writing at the time of the assignment or as soon as possible thereafter. If desirable, the Contractor will consult with the Third Parties to see if a transfer of intellectual property rights to the Client is possible.
10.1 Client vouches to Contractor for the correctness and completeness of the information provided by Client to Contractor concerning itself, products, services, and/or brands and indemnifies Contractor against all third-party claims.
10.2 The Contractor shall make reasonable efforts to ensure that the Services comply with applicable legal requirements by performing them with due diligence but the final responsibility lies with the Client in this regard. Any legal costs incurred in seeking advice on applicable regulations shall be borne by the Client.
10.3 In case of doubt as to whether the Services comply with the regulations referred to in Article 10.2, this will be reported to the Client upon execution of the Agreement. If the client nevertheless approves the budget or the order proposal, the Contractor will not be liable to the Client for any damage arising from the fact that the Services do not comply with the regulations referred to in Article 10.2, and the Client will be indemnified by the contractor against third-party claims in this regard.
10.4 The total liability of the Contractor in connection with an attributable failure fulfillment of an agreement, wrongful act, or any legal ground whatsoever is continuously(cumulatively) limited to the amount paid in the specific case under the Contractor's professional liability insurance. This insurance has limitations in coverage, including the number of claims and the number of claims per year. If the Client so wishes, it is It is possible to inspect the policy possible to inspect the policy conditions. If no payment is made under the insurance policy, for whatever reason, the total liability of the Contractor shall be limited to the net turnover (invoice amount minus out-of-pocket expenses) invoiced by the Contractor and paid on time in the twelve months preceding the occurrence of the event giving rise to liability, subject to a maximum of €100,000.
10.5 Contractor shall not be liable for consequential and/or indirect damages, including but not limited to lost sales and/or profits, missed savings, reputational damage, diminished goodwill, loss of data, and damages due to business interruption.
10.6 Contractor's liability for damages resulting from work performed by Third Parties selected by Contractor shall be limited to the amounts that Contractor cancan recover, except in cases of intent or deliberate recklessness of the Contractor'sstatutory management in selecting the Third Parties to be engaged. The Contractor shall endeavour to obtain the highest possible compensation from the Third Parties involved.
10.7 The Contractor is indemnified by the Client against and from all claims by third parties, of whatever name, related to an Agreement or arising from the performance of an Agreement.
the information10.8 Every power and right of action of the Client vis-à-vis the Contractor in connection with work performed by the Contractor shall lapse as soon as a period of one year has elapsed after the day on which the Client became aware or could reasonably have become aware of the existence of such powers and rights.
11.1 In the event the Contractor cannot fulfill its obligations to the Client due to force majeure, these obligations shall be suspended for the duration of the force majeure condition. When the force majeure condition has lasted for three (3) months, both parties shall be free to dissolve the Agreement in writing in whole or in part to the extent that such dissolution is reasonably necessary. In no case of force majeure shall the Client be entitled to any (compensation), in whatever form, even if the Contractor should have any benefit from the force majeure.
11.2 In addition to what is defined in the Civil Code and case law, force majeure of theContractor means all circumstances against the will of the Contractor, as a result of which the fulfillment of the obligations towards the Client is prevented in whole or in part or as a result of which the fulfillment cannot reasonably be required of the Contractor, regardless of whether that circumstance was foreseeable at the time the Agreement was concluded. Such circumstances include, for example, pandemics, strikes, lockouts, stagnation, or other problems in the production by the Contractor or its Third Parties or its third parties in its own or third party transport or measures taken by government agencies.
11.3 If the Contractor has already partially fulfilled its obligations when the force Majeure occurs, or can only partially fulfill its obligations, it is entitled to separately invoice the part already performed or executable.
12.1 Unless otherwise expressly agreed upon, Contracts are entered into for an indefinite period of time until completion of the assignment and shall terminate by operation of law by the Professional's completion of the assignment, subject to the provisions of paragraph 5 below.
12.2 To the extent that the Agreement has been entered into for an indefinite period of time and does not end by completion of the Assignment, the Client and the ContractedParty will both be entitled to terminate the Agreement by registered letter with due observance of a notice period of at least six months. During the notice period, the ongoing obligations of the Contracted Party and the Client will remain in force. TheContractor's fee during the notice period will be at least equal to the highest amount of (a) the fee charged by the Contractor over the notice period based on the normal fee arrangements and (b) six times the average fee per month over the twelve (12) month period preceding the notice period.
12.3 The parties agree that with respect to the Agreements, article 7:408 paragraph 1 of the Civil Code is expressly excluded and the Client is not entitled to terminate the Agreement at any time and can therefore only terminate the Agreement (prematurely) to the extent and as expressly stated in the Agreement and/or these General Terms and Conditions.
12.4 The parties agree that with respect to the Agreements, article 7:408 paragraph 1 of the Civil Code is expressly excluded and the Client is not entitled to terminate the Agreement at any time and can therefore only terminate the Agreement (prematurely) to the extent and as expressly stated in the Agreement and/or these General Terms and Conditions.
12.5 Without prejudice to any rights and remedies which the Contractor may have or be available to the Contractor under the Agreement or the law, the Contractor shall be entitled to terminate the Agreement or any part thereof, by written notice to the Client with immediate effect without any liability to the Client, if:
A. Client fails to perform any obligation under the Agreement, or fails to do so on time or properly, and fails to remedy such failure within fourteen (14) days after written notice of default;
B. any proceedings relating to insolvency, bankruptcy (including reorganization), liquidation, or winding-up are instituted in respect of the Client (even if such proceedings are initiated voluntarily or involuntarily by the Client), the Client is placed under a trustee or administrator or a transfer takes place for the benefit of creditors of the Client, or the client ceases its activities.
C. the Natural Persons Debt Rescheduling Act is declared applicable to Client;
D. Client dies;
E. a change of control occurs on the part of Client or;
F. The Client is faced with an attachment that may hinder the execution and performance of the Agreement or otherwise loses the disposal of its assets.
12.6 Obligations which by their nature are intended to continue even after termination or dissolution of the Agreement shall then continue to exist. In all cases mentioned in article 12, the Contractor is entitled to take back the Materials in question and all claims of the Contractor against the Principal are immediately and fully due and payable. In the case described above, the Contractor and its authorized representative(s) will be entitled to take possession of the Materials by entering the grounds and buildings occupied by the Client.
13.1 The Client shall not:
a. for one (1) year after entering into the Agreement, employ employees of Contract or employ or otherwise engage the Contractor's employees; and
b. directly approach and/or induce Contractor's contracting parties to terminate and/or not continue their agreement with Contractor during one (1) year after entering into the Agreement;
13.2 The foregoing is subject to the prior written consent of the Contractor.
13.3 If the Client has failed to fulfill any obligation under this article, the Client will owe the contracted Party a one-off penalty, payable on demand, of €10,000 per violation plus€1,000 for each day that the violation continues after the Client has been informed of this in writing. The penalty will accrue to the Client without prejudice to all other rights and claims, including the claim for performance and any right to compensation to the extent that the damage exceeds the amount of the penalty
14.1 The Contractor and Client shall ensure that all information received from each other that they know or should know is confidential in nature is kept secret.
14.2 Except with the prior written consent of the other party, the parties shall not make available to third parties the confidential information available to them and shall only disclose to its personnel to the extent necessary for the performance of the agreed performance and the same confidentiality obligations are stipulated from them.
15.1 The Contractor is free to transfer the described rights and obligations described in any Agreement with the Contractor to third parties.
15.2 The Client may not assign the rights and obligations under any Agreement to third parties except with the consent of the Contractor. This is a non-transferability clause within the meaning of article 3:83 paragraph 2 of the Dutch Civil Code and this clause has effect under property law. This clause also precludes a legally valid pledge of the underlying claim(s).
15.3 An Agreement, including these Terms and Conditions, supersedes any prior written and oral agreements, statements, utterances, or conduct of (both) parties and is a complete representation of the rights and obligations of the parties.
15.4 These General Terms and Conditions, as well as all Agreements, are governed by Dutch law. All disputes arising in connection with an Agreement or these General Terms and Conditions shall be subject to the exclusive jurisdiction of the competent court of the District Court of Amsterdam in the first instance.
