Terms and conditions

Terms & Conditions

 

Art 1: Definitions

1. Editionz, Annie Romeinstraat 18, 2135 SJ Hoofddorp, represented by Michiel de Valk.
2. Client: the natural or legal person who has entered into an agreement with Editionz.

3. Agreement: the (electronically established) agreement between Editionz and the client.
4. Works: the goods, products received or generated under the agreement, property rights, data, documents, open files, software, source codes, database files, music, video, film and
(interim) results of the services.

More details can be found in attachment I. 5. Other definitions that form part of these general terms and conditions can be found in appendix I.

Art. 2: Applicability

  1. These general terms and conditions apply to every offer, quotation and agreement to which Editionz is a party.
  2. Terms and agreements that deviate from these general terms and conditions are only legally valid if they have been confirmed in writing by Editionz. Without this written confirmation, the general terms and conditions of Editionz always prevail.
  3. Dutch law applies to all agreements, offers or actions of Editionz concluded under these conditions.
  4. All assignments are exclusively given to, accepted by and executed by Editionz with due observance of these general terms and conditions. No agreement will ever be concluded between the client and the person who, on the basis of any legal relationship with Editionz, actually performs the assignment or is involved in it, not even if the assignment with a view to the execution by that person as referred to in Article 7:404 BW is provided. All orders are to the exclusion of the articles 7:404 en 7:407 lid 2 BW accepted.
  5. In the event that part of these general terms and conditions is declared null or void, the remaining part of these general terms and conditions will remain legally valid. Editionz and the Client will enter into consultations to agree on new provisions to replace the void or nullified provisions, taking into account the purpose and intent of the original provisions.

Art. 3: Agreement

  1. An agreement between Editionz and the Client is concluded by means of a (digital) agreement from the Client with regard to the Editionz offer.
  2. Offers and quotations are without obligation and do not automatically apply to future orders.
  3. Editionz cannot be held to its quotes or offers if the Client can reasonably understand that the quotes or offers, or part thereof, contain an error or mistake.
  4. Editionz will execute the agreement to the best of its knowledge and ability, to represent the interests of the Client to the best of its ability and to strive for a useful result for the Client.
  5. The work will be carried out on the basis of a best efforts obligation, unless, insofar as Editionz has explicitly promised a result in the written agreement and the result in question has also been described with sufficient determination.
  6. The agreement between Editionz and the Client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties explicitly agree otherwise in writing.
  7. Is a term for the execution of certain activities or for the delivery of certain goods agreed or specified, this is never a strict deadline.
    If a term is exceeded, the Client must therefore issue Editionz with written notice of default. Editionz must be offered a reasonable period to still execute the agreement.
  8. All calculations and budgets issued by Editionz are only indicative, unless Editionz states otherwise in writing. The Client cannot derive any rights from a cost estimate or budget issued by Editionz. A budget communicated by the Client to Editionz never counts as (a) agreed (fixed) price between the party (s) for the services to be performed by Editionz.
    Only if this has been agreed between the parties in writing, Editionz is obliged to inform the Client in the event of an imminent exceeding of an estimate or budget issued by Editionz.
  9. A composite quotation does not oblige Editionz to perform part of the assignment against a corresponding part of the stated price.
  10. Changes, additions and / or extensions to the assignment are only binding after this has been agreed in writing between the parties.

11. The Client will only use the offer made by Editionz and the knowledge and ideas of Editionz included therein to evaluate his interest in the assignment. The provisions here also apply to proposals to change, supplement and / or extend the assignment. Scripts, storyboards and marketing strategies are owned by Editionz at all times and are copyrighted.

Art. 4: Amendments

  1. If the agreement is extended, changed at the request of the Client or if there are unforeseen circumstances, this may lead to the passing on of additional costs which will be charged to the Client.
  2. Changing the agreement can have consequences for the delivery term. Editionz will inform the Client of this as soon as possible.
  3. Additional costs for waiting times and delays caused by unforeseen circumstances or due to the Client’s failure to meet its obligations will be charged to the Client.

Art. 5: Termination and dissolution of the agreement

  1. In the event that circumstances are brought to the attention of Editionz after the conclusion of the agreement, which give good reason to fear that the client will not meet his obligations, Editionz has a claim that is immediately due and payable on the client.
  2. If the dissolution is attributable to the Client, Editionz is entitled to compensation for the damage, including the costs, which arise directly and indirectly.
  3. If Editionz proceeds to suspension or dissolution, it is in no way obliged to compensate damage and costs that have arisen due to suspension or dissolution.
  4. If the Client fails to fulfill its obligations under the agreement and this non-compliance justifies termination, Editionz is entitled to terminate the agreement with immediate effect. Editionz will not be held liable for payment of damages or compensation. The client is obliged to pay compensation or compensation on account of default.
  5. If the agreement is terminated prematurely by Editionz, it will arrange for the transfer of work still to be performed to third parties in consultation with the Client, unless the cancellation is due to the Client. Costs that the transfer of the activities entails for Editionz will be charged to the Client.
  6. In the event of liquidation, (application for) suspension of payments, bankruptcy, seizure, debt restructuring or other circumstance as a result of which the Client no longer has free disposal of its assets, Editionz has the right to (further) execute all agreement (s) concluded with the Client. suspend or dissolve in whole or in part, without prejudice to Editionz’s right to compensation.
  7. As a result of the implementation of art 5.5 Editionz is not obliged to pay any compensation.
  8. Editionz’s claims against the Client arising from art. 5 of these terms and conditions
    immediately due and payable.

Art. 6: Provision of information

  1. The Client will ensure that all information, which Editionz indicates is necessary or which the Client should reasonably understand to be necessary for the execution of the agreement, is provided to Editionz in a timely manner.
  2. If the information required for the execution of the agreement is not provided to Editionz in time, Editionz has the right to suspend the execution of the agreement and / or to charge the Client for additional costs resulting from the delay at the usual rates.
  3. The client gives Editionz permission to use this information in the context of fulfilling the assignment by Editionz.
  4. The information supplied by the Client will only be used by Editionz for the execution of the assignment arising from this agreement.
  5. If the information provided by the Client is incomplete and / or incorrect, this will be entirely at the expense and risk of the Client.

Art. 7: Prices and invoices

  1. All prices and rates stated are in euros and exclude VAT, import duties, other taxes, levies and duties.
  2. Invoices must be paid within 30 days of the invoice date.
  3. Editionz is entitled to hand over the claim, if the Client does not meet the payment obligation after the expiry of the payment. term
    The extrajudicial collection costs will be charged and amount to at least 15% of the outstanding invoice amount with a minimum of € 150.00.

Art. 8: Retention of title

  1. All delivered and yet to be delivered products remain the exclusive property of Editionz, until all claims of Editionz against the Client have been or will be acquired, including in any case the claims referred to in art. 3:92 paragraph 2 BW, have been paid in full.
  2. Editionz may retain the goods, products, data, documents, open files, software, source codes, database files and (interim) results of the services received or generated under the agreement, despite an existing obligation to issue or transfer, until The Client has paid all amounts owed to Editionz.
  3. That which is supplied by Editionz that falls under paragraph 1 of this article may not be resold or used as a means of payment, pledged or encumbered in any other way.
  4. The client is obliged to keep the works delivered under retention of title with due care and as recognizable property of Editionz.
    The Client must always do what can reasonably be expected of him to safeguard the property rights of Editionz.
  5. In the event of seizure by third parties, suspension of payments or bankruptcy, the client is obliged to inform Editionz without delay.
  6. In the event Editionz wishes to make use of the right, as described in this article, the Client is obliged to grant Editionz access to all locations where the works are located.
  7. The provisions mentioned in this article do not affect the other rights of Editionz.

Art. 9: Intellectual ownership (I.E.)

  1. Unless otherwise agreed, all intellectual property rights arising from the assignment – including patent, design and copyright – belong to Editionz.
  2. The texts, found on the website or other media (hard copy, e-mail, etc.) of Editionz, are copyrighted.
  3. Unless otherwise agreed, the investigation of the existence of rights, including patent rights, trademark rights, drawing or design rights, copyrights or portrait rights of third parties, is not part of the assignment and is at the risk of the Client.
  4. When the Client has fulfilled his obligations under the agreement with Editionz, he obtains a right to use (publication and duplication) of the work insofar as this fits the destination agreed in the assignment. If no agreements have been made about the destination, the right of use is limited to that use of the work, for which there were firm intentions at the time of the assignment. Without the written permission of Editionz, the client is not entitled to use the work for another purpose / destination than agreed.
  5. Editionz is indemnified by the Client against claims by third parties with regard to intellectual property rights on materials, data or designs provided by the Assignment that are used in the execution of the agreement.
  6. After completion of the assignment, there is no retention obligation with regard to the materials and data used.
  7. Editionz gives Client the freedom to use designs and results for his own publicity or promotion.
  8. For any event that can be regarded as an infringement of an intellectual property right according to the Dutch Civil Code and to use it (or have it used) more widely or in any other way (change, mutilation or damage to the provisional or final design) than agreed , an immediately due and payable claim of € 10,000 on behalf of Editionz, increased by € 2,000 during each day that the infringement continues.
  9. The sanction in art. 9.8 does not affect Editionz’s right to claim damages.

Art. 10: Complaints and warranty

  1. The warranty as described in this article applies for a period of 30 days after delivery, unless the nature of the delivery dictates otherwise or the parties have agreed otherwise. If the warranty provided by the Supplier concerns an item that was produced by a third party, the warranty is limited to the warranty as provided by the producer of the item.
  2. Defects in the delivered works must be reported in writing to Editionz within two weeks after discovery.
  3. The report must contain as detailed a description of the defect as possible, so that Editionz is able to respond adequately.
  4. The client must give Editionz the opportunity to investigate the complaint.
  5. The warranty mentioned in this article only applies to works intended for use in Europe, the USA, Norway, and India.
  1. The works manufactured by Editionz upon delivery meet the usual requirements and standards that can reasonably be set for them and for which they are intended during normal use.
  2. Any form of warranty lapses if: the Client and / or third parties have performed work and / or changes and / or repairs on the delivered goods; defects are the result of improper use; defects are the result of normal wear.
  3. Replacement or repair of works does not extend the warranty period.
  4. Reporting a defect does not release the Client from its payment obligation.
    The client also remains obliged to purchase and pay for other assignments for which he has given Editionz an assignment.
  5. If it is established that a complaint is unfounded, the costs incurred (including investigation costs) will be charged to the Client.
  6. After the warranty period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Client.
  7. Contrary to the statutory limitation periods, the limitation period of all claims and defenses against Editionz is one year.

Art. 11: Liability

  1. Editionz cannot be held liable for damage and / or losses, in whatever form, arising from the agreement concluded between Editionz and the Client.
  2. The use of the work is at the risk of the Client.
  3. The client indemnifies Editionz against claims from third parties that are or could be directly or indirectly related to the activities of Editionz.
  4. Editionz is not liable for damage, of whatever nature, caused by Editionz assuming incorrect and / or incomplete information provided by the Client.
  5. Under no circumstances can Editionz be held liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.
  6. Editionz’s liability is always limited to the amount to be paid out by its insurer, where applicable, to be increased by the amount of the deductible according to the relevant policy. If the insurer does not pay out or the damage is not covered by the insurance, Editionz’s liability is limited to a maximum of twice the invoice value of the order, at least up to part of the order to which the liability relates.
  7. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of Editionz.
  8. Editionz excludes any liability with regard to the operation and any (consequential) damage, if the Client or a third party makes changes to the items delivered by Editionz.

Artikel 12. Force majeure

  1. In these general terms and conditions, Force majeure means: in addition to what is understood in this regard by law and case law, all external causes, foreseen or unforeseen, over which Editionz cannot exercise any influence, as a result of which Editionz is unable to fulfil its obligations.
  2. Client may suspend the obligations arising from the agreement during the period that the force majeure continues. If this period lasts longer than 90 days, either party is entitled to dissolve the agreement, without any obligation to compensate the other party for damages.

Artikel 13: Engage third parties and liability.

  1. Editionz is entitled to engage third parties in the performance of the contract for an order.
  2. Editionz will exercise due care when engaging third parties.
  3. Sections 6:6(2), 6:76 and 6:171 of the Dutch Civil Code are declared inapplicable.
  4. Editionz is not liable for damages caused by acts or omissions of third parties involved in the execution of the order.

Art. 14: General

  1. Editionz reserves the right to change these terms and conditions. Existing agreements are subject to these amendments after notification to the Client.
  2. In case of disputes with Editionz, the parties will try to settle them among themselves. If necessary with the help of a mediator. The parties will share the costs of the mediator equally.
  3. Disputes with Editionz, arising from offers and agreements, a course of action as referred to in Article 13.2 has proved unsuccessful, are subject to the judgment of the civil court competent in the domicile of Editionz, unless statutory provisions dictate otherwise.