Terms and Conditions

Studio Paradis | General Terms and Conditions | May 2022  

1 Agreement, Offer, and Confirmation  

1.1 These General Terms and Conditions (“Terms and Conditions”) govern all offers and the preparation, content, and execution of all agreements concluded between the Client (the “Client”) and the contractor (the “Designer”). Deviations from these General Terms and Conditions can only be agreed upon in writing between the Client and the Designer.  

1.2 All offers are non-binding and valid for 2 (two) months. The provided prices may be changed due to unforeseen changes in the work. Prices are exclusive of VAT. The rates and offers mentioned in the offer or other quotations do not automatically apply to future assignments. The Client guarantees that the information provided to the Designer by the Client or on behalf of the Client, upon which the Designer bases the offer, is accurate and complete.  

1.3 Orders are confirmed in writing by the Client. If the Client does not do so but agrees orally to the commencement of work by the Designer, the terms of the offer are deemed to be agreed upon, and these General Terms and Conditions apply. Any subsequent oral agreements and provisions are not binding on the Designer until confirmed in writing. 

2 Execution of the Agreement  

2.1 After written order confirmation, the Client must make a down payment of 15%. The Designer must then deliver according to all points mentioned in the quotation unless otherwise agreed in writing.  

2.2 The Client must do all reasonably necessary and/or required things to enable the Designer to deliver on time and correctly, such as providing (or having provided) complete, sound, and clear data and/or materials on time.  

2.3 Deadlines stated by the Designer for the execution of the assignment are approximate, unless otherwise agreed in writing.  

2.4 Unless otherwise agreed, the following are not part of the assignment to the Designer: a. conducting tests, applying for permits, and assessing whether the Client’s instructions comply with legal or quality standards; b. examining existing rights, including patents, trademarks, designs, or portrait rights of third parties; c. examining the possibility of protection for the Client in the forms mentioned in (b).  

2.5 Prior to execution, production, reproduction, or publication, the parties must provide each other with the opportunity to review and approve the final design, prototypes, or proofs of the result.  

2.6 Differences between the (final) result regarding advice and the execution of the assignment and the agreements made can’t be a reason for rejection, discount, compensation, or termination of the agreement.  

2.7 Any complaints must be submitted in writing to the Designer at the earliest possible moment but no later than 10 (ten) working days after the completion of the assignment, failing which the Client is deemed to have accepted the result of the assignment in its entirety. 

3 Engagement of Third Parties  

3.1 Unless otherwise agreed, instructions to third parties in the context of the execution of the assignment are given by or on behalf of the Client. Upon the Client’s request, the Designer may act as an intermediary on behalf of and at the expense of the Client. The parties may agree on compensation for such an intermediary role.  

3.2 If the Designer provides an estimate of the costs of third parties at the request of the Client, that estimate is only approximate. If necessary, the Designer can request quotes from third parties on behalf of the Client.  

3.3 If the Designer obtains goods or services from third parties in the context of the execution of the assignment, at the expense and risk of the Designer and based on an explicit agreement with the Client, whereby those goods or services are provided, passed on, or resold to the Client, these general terms and/or any separate agreements with that supplier also apply to the Client. The Designer will give the Client the opportunity to view the general terms and/or separate agreements with the supplier.  

3.4 If the Designer gives orders or instructions to production companies or other third parties on behalf of the Client or otherwise, the Client must confirm in writing, upon the request of the Designer, the approval as meant in Article 2.5 of these General Terms and Conditions.  

3.5 The Client may not engage third parties without consultation with the Designer if it may affect the execution of the assignment as agreed with the Designer. The parties will, if necessary, consult on which third parties will be engaged and what work will be assigned to them.  

3.6 The Designer is not liable for errors or defects in products or services of third parties engaged by or on behalf of the Client, whether or not introduced by the Designer. The Client must hold those parties liable. The Designer may assist if necessary. 

4 Intellectual and Other Property Rights  

4.1 All intellectual property rights related to the results of the assignment are owned by the Designer. To the extent that such rights can only be obtained through an application or registration, the Designer has the exclusive authority to make that application or registration, unless otherwise agreed. “Intellectual property rights” explicitly include copyrights, database rights, neighboring rights, trademark rights, design rights, patents, domain name rights, know-how, commercial knowledge, trade secrets, and all similar rights, whether arising anywhere in the world, whether or not registrable, including applications for such rights.  

4.2 The parties may agree that the rights as meant in paragraph 1 are fully or partially transferred to the Client. Such a transfer and the conditions, if any, under which the transfer takes place must always be recorded in writing. Until the moment of transfer and payment of the agreed fee for that purpose, a right of use is granted as regulated in Article 5 of these General Terms and Conditions.  

4.3 The Designer is at all times entitled to affix or remove his/her name on or in the result of the assignment (or related publicity) in a manner customary for that result. Without the prior consent of the Designer, the Client may not publish or reproduce the result in a broader or different manner than agreed, or allow third parties to do so. The Designer may grant such consent with conditions, including the payment of an additional fee.  

4.4 Unless otherwise agreed, the originals or other results (such as designs, design sketches, concepts, advice, reports, budgets, estimates, specifications, design drawings, illustrations, photos, prototypes, scale models, templates, prototypes, products, and partial products, films, audio and video or other presentations, source codes, source files, and other materials or (electronic) data files, etc.) made by the Designer as part of the assignment remain the property of the Designer, regardless of whether they have been made available to the Client or third parties. The parties may agree on compensation for the transfer of these results.  

4.5 Upon completion of the assignment, the Client and the Designer are under no obligation to keep the original or other results produced by the Designer, as meant in paragraph 4.4, unless otherwise agreed. 

5 Use of the Result  

5.1 Once the Client has fulfilled all its obligations under the agreement with the Designer, the Client acquires the right to use the license for the result of the assignment in accordance with the intended purpose. If no specific purpose is agreed upon, the right of use is limited to the use of the design for which the assignment was given (apparently). Unless the nature of the agreement or a different agreement indicates otherwise, the right of use is exclusive.  

5.2 If the result also concerns works subject to third-party rights, the parties will make additional agreements on how the use of those works will be regulated.  

5.3 Without the prior written consent of the Designer, the Client is not entitled to modify, use, or reuse the result of the assignment in a broader or different manner than agreed, or allow third parties to do so. The Designer can grant such consent with conditions, including the payment of additional compensation.  

5.4 In case of broader or different use that has not been agreed upon, including any modification, mutilation, or infringement of the preliminary or final result, the Designer is entitled to compensation for infringement of his/her rights, which is at least three times the agreed fee, or a fee that is proportional to the infringement committed, without prejudice to other rights. 

6 Fees and Additional Costs  

6.1 The Designer is entitled to compensation for the execution of the assignment. This compensation may consist of an hourly rate, advisory fee, a fixed amount, or an agreed fee between the parties.  

6.2 In addition to payment of the agreed compensation, the Designer is entitled to reimbursement of the costs incurred by the Designer in connection with the execution of the assignment, such as administrative overhead, travel and accommodation costs, costs of printing, copies, proofs, and prototypes, and costs of third parties related to advice, production, supervision, etc. These costs must be specified as much as possible in advance, unless a surcharge percentage is agreed upon.  

6.3 If the Designer has to carry out additional or other work due to late delivery or the non-provision of complete, sound, and clear information and/or materials, any changes or errors in instructions or briefing, or any external circumstances, such additional work will be charged separately based on the Designer’s usual rates. The Designer will inform the Client in advance unless it is not possible for reasons of circumstances or the nature of the work. 

7 Payment and Suspension  

7.1 The Designer is responsible for timely invoicing. In consultation with the Client, the Designer may invoice the agreed compensation and costs as an advance, interim, or periodic basis.  

7.2 All payments must be made without any deduction, set-off, or suspension within 30 days of the invoice date unless otherwise agreed in writing or stated on the invoice.  

7.3 All goods delivered to the Client remain the property of the Designer until all amounts owed by the Client to the Designer under the agreement between the parties have been paid to the Designer.  

7.4 If the Client does not pay all or part of the amounts due, the Client is liable for statutory interest and extrajudicial collection costs, with the collection costs amounting to at least 10% of the invoice amount, with a minimum of €150, excluding VAT.  

7.5 After the payment term has expired, and if the Client fails to pay within 14 days after a written reminder to do so, or if the Designer, based on a statement or act of the Client, must conclude that payment will not be made, the Designer may suspend the execution of the assignment. 

8 Attributable Breach, Notice of Termination, and Dissolution of the Agreement  

8.1 In the event of an attributable breach, the injured party must first send a written notice of default to the other party, offering the other party a reasonable period to fulfill its obligations, correct errors, or limit or undo damage. The notice of default must contain as detailed a description of the breach as reasonably possible.  

8.2 If the Client prematurely terminates the agreement without any attributable failure of the Designer, or if the Designer terminates the agreement due to a breach by the Client in the performance of the agreement, the Client is liable for damages, in addition to the compensation to the Designer and the costs incurred for the work performed up to that moment. The behavior of the Client, in which the Designer cannot reasonably be expected to complete the assignment, is also considered in this context.  

8.3 Both the Designer and the Client have the right to terminate the agreement in whole or in part with immediate effect, with all amounts due being immediately payable, if a petition for bankruptcy or a petition for a moratorium on payment or provisional suspension of payment is filed with regard to the other party, or if the other party dies. 

9 Warrenties and Indemnities 

9.1 The Designer guarantees that the result has been designed by him/her or on his/her behalf, and if the result is protected by copyright, the Designer is the author within the meaning of the Copyright Act and has the rights to the work as the copyright owner. The Designer guarantees that, to the best of his/her knowledge or reasonable understanding, the result of the assignment does not infringe on the rights of third parties and is otherwise not unlawful. 

9.2 The Client indemnifies the Designer and individuals engaged by the Designer in the execution of the assignment against claims from third parties arising from the use or application of the results of the assignment. This does not affect the liability of the Designer towards the Client for not fulfilling the guarantees as mentioned in the previous clause and other liabilities as stated in Article 10 of these General Terms and Conditions. 

9.3 The Client indemnifies the Designer against any claim or action relating to intellectual property rights in materials or information provided by the Client and used in the execution of the assignment. 

10 Confidentiality and Privacy 

If the Designer needs to process personal data of the Client or the Client’s customers for the execution of the services to be provided, the Designer is considered the ‘processor,’ and the Client is the ‘data controller’ within the meaning of the General Data Protection Regulation (GDPR), and a data processing agreement will be concluded. 

11 Force Majeure 

11.1 If a party fails to fulfill its obligations but this failure cannot be attributed to it (force majeure), that party is not liable, and the fulfillment of that obligation is suspended as long as the force majeure situation continues. 

11.2 Force majeure includes, but is not limited to, weather conditions, fires, strikes, pandemics, epidemics, war and other violence, hacks, cyber attacks, or other technical failures and resulting circumstances, such as government measures, including quarantine measures, that reasonably prevent a party from fulfilling its obligations and cause delays, as well as delays or errors from suppliers and/or other third parties engaged in the execution of the agreement. 

11.3 If a party invokes force majeure, it must promptly notify the other party in writing, stating the necessary supporting documents/reasons. 

11.4 If the force majeure situation has lasted for 60 (sixty) days, either party can terminate the agreement in whole or in part, to the extent that the force majeure situation justifies such termination. 

11.5 If force majeure occurs, the Designer is entitled to the portion of the fee for the work he/she has performed and reimbursement of the costs he/she has already incurred or that are inevitable, such as orders and instructions to third parties that cannot be canceled without liability for damages. 

12 Other Provisions 

12.1 If the Client intends to simultaneously assign the task to parties other than the Designer, or if the task has previously been assigned to another party, the Client must inform the Designer in advance. 

12.2 The Client is not entitled to transfer any rights from an agreement concluded with the Designer to third parties, except in the case of the transfer of his/her entire business or with the prior written consent of the Designer. 

12.3 Both parties must keep confidential all confidential information, facts, and circumstances that they obtain from each other or from another source in the context of the assignment, which they can reasonably understand that disclosure or publication to third parties could be harmful to the Designer or the Client. The parties must impose the same confidentiality obligation on their employees or third parties engaged in the execution of the assignment, regarding such facts and circumstances of the other party. 

12.4 If a provision of these General Terms and Conditions is invalid or unenforceable, the remaining provisions of these General Terms and Conditions shall remain in full force. In that case, the parties will consult to agree on new provisions. 

12.5 The headings of these General Terms and Conditions are included for easy reference only and do not form part of these General Terms and Conditions. 

12.6 These General Terms and Conditions can be amended at any time. The Designer will inform the Client of any changes. 

12.7 All agreements between the Designer and the Client are governed by Dutch law. The parties will first attempt to settle any dispute amicably. Unless the parties have expressly agreed in writing to arbitration, the court that is competent under the law or the court in the district where the Designer is located is competent to decide on disputes between the Designer and the Client.