General terms & conditions
General Terms & Conditions of BRAND Business and Buro BRAND
1. Agreement, Offer and Confirmation 1.1 These general terms and conditions (hereafter: General Terms & Conditions) are applicable to all offers and the creation, content of and compliance with any and all agreements entered into by the Client and BRAND Business and/or BuroBRAND (hereafter, the Contractor). Deviation from these General Terms & Conditions is only possible in the event that such is agreed to in writing by both Client and Contractor.
1.2 Offers are free of obligation and valid for a term of two months. Price quotes are subject to adjustments due to unforeseen changes in the work itself. All prices are quoted exclusive of VAT. Listed fees and special offers will not apply automatically to future commissioned work. The Client is responsible for ensuring that all information provided by or on behalf of said Client to the Contractor for the purposes of obtaining an offer of services is correct and complete.
1.3 Commissioned work must be confirmed by the Client in writing. In the event the Client fails to do so, yet grants approval for the implementation of the commission by the Contractor, the content of the offer shall be considered to constitute an agreement and these General Terms & Conditions will apply. Contractor shall be bound by any other verbal agreements or stipulations only in the event that these have been confirmed by the Contractor in writing.
2. Implementation of the Agreement
2.1 The Contractor shall make every effort to carry out the work carefully and independently; to represent the interests of the Client to the best of Contractor’s abilities; and shall endeavour to achieve a usable result for the Client, as can and should be expected of a Contractor acting in a reasonable and professional manner. Insofar as necessary, the Contractor shall keep the Client informed of the progress of the work.
2.2 The Client shall take all actions deemed reasonably necessary or desirable in order to facilitate a timely and correct delivery by the Contractor, such as the timely submission (or causing to be submitted) of complete, accurate and clear information or materials, which the Contractor has indicated or the Client understands (or could reasonably be expected to understand) to be necessary in order to implement the agreement.
2.3 The term stated by the Contractor for the implementation of the agreement shall be taken as indicative unless otherwise agreed to in writing.
2.4 Unless otherwise agreed to in writing, the following are not included in the scope of the Contractor’s assignment:
A. the conducting of testing, requesting of permits and assessing whether the Client’s instructions are in compliance with legal or quality standards;
B. investigating the existence of rights, including patent rights, trademark rights, drawing or model rights, copyrights or portrait rights of third parties;
C. investigating the possibility of forms of protection as referred to in article B. on behalf of the Client.
2.5 Before implementation, production, reproduction or publication may commence, parties will provide one another with the opportunity to inspect and approve the latest models, prototypes or proofs of the results.
2.6 Any deviations between the final result and the substance of the agreement shall not be grounds for rejection, a discount, compensation or dissolution of the agreement, so long these deviations may reasonably be considered, in light of all circumstances, to be of minor significance.
3. Engaging third parties
3.1 Unless otherwise agreed to, work in connection with the implementation of the commission will be contracted to third parties solely by or on behalf of the Client. The contractor may act as an authorised representative, for the Client’s account and risk, at the request of the Client. At such time, parties may agree upon compensation for this work in an amount to be specified.
3.2 In the event that, at the Client’s request, the Contractor draws up a budget for the costs of third parties, this budget shall be considered indicative. The Contractor can solicit offers from third parties on behalf of the Client if desired.
3.3 In the event that, in carrying out the commissioned work and as expressly agreed upon, the Contractor makes use of goods or services of third parties at the Contractor’s own account and risk, after which these goods and services are passed on to the Client, the stipulations of the General Terms & Conditions of the supplier and/or separate agreements reached with the supplier in terms of the guarantee and liability of said supplier, shall apply to the Client as well.
3.4 In the event the Contractor, potentially in name of the Client, extends commissions or leads to production companies or other third parties, the Client shall – upon Contractor’s request – confirm the approval referred to in article 2.5 of these General Terms & Conditions, in written form.
3.5 The Client shall not contract third parties without consulting the Contractor in the event that doing so may impact the Contractor’s ability to carry out the commissioned work as agreed upon with the Client. In that case, the parties shall decide in consultation which other contractors shall be engaged and which work shall be assigned to them.
3.6 The Contractor cannot be held liable for mistakes or faults in products or services provided by third parties contracted by or on behalf of the Client, regardless of whether or not these were introduced by the designer. The Client must address these parties on his or her own behalf. If desired, the Contractor can offer assistance in this regard.
4. Intellectual Property Rights and Rights of Ownership
4.1 All intellectual property rights resulting from the commissioned work, including patent rights, trademark rights, drawing or model rights and copyrights pertaining to the work product shall be conferred on the Contractor. Insofar as such rights may only be acquired by deposit or registration, the Contractor shall be the sole party authorised to do so unless otherwise agreed.
4.2 Parties may agree that the rights referred to in the first article shall be transferred to the Client, wholly or in part. This transfer and the terms under which said potential transfer is to take place shall at all times be established in writing. Until the moment of transfer, user’s rights shall be conferred as dictated in article 5 of these General Terms & Conditions.
4.3 The Contractor shall at all times retain the right to add or remove – or cause to be added or removed –his or her name on, next to or in publicity in connection with the product of the commission, in the manner which is typical for the kind of work product. The Client may not, without previous written permission from the Contractor, publish or reproduce the work product or result without mention of the Contractor’s name.
4.4 Unless otherwise agreed, all original products and results created by the Contractor in connection with the commissioned work (such as designs, design sketches, concepts, recommendations, reports, budgets, estimates, specifications, work drawings, illustrations, photographs, prototypes, maquettes, moulds, products and semi-products, videos, audio and/or visual presentations, source codes and other materials or [paper or digital] files, etc.) shall remain the property of the Contractor, regardless of whether these have been made available to the Client or third parties.
4.5 After completion of the commission, neither the Client nor the Contractor shall have any retention obligation to one another in connectionw ith the materials and data used, unless otherwise agreed.
5. Use of the work product
5.1 When the Client has met his or her obligations to the Contractor as specified in the Agreement in full, the Client shall have the right to use the result or product of the commissioned work in a manner in keeping with the agreed upon purpose. In the event no agreement as to purpose has been made, the user’s right shall remain limited to use for that purpose for which the work was ostensibly commissioned. The right of use is exclusive except in such case as the nature of the Agreement dictates otherwise or if otherwise agreed.
5.2 When the work result or product includes works which are subject to the rights of third parties, parties shall make supplementary agreements on how the use of these works shall be arranged.
5.3 In the absence of written permission, the Client does not have the right to modify, expand, implement or otherwise use/reuse the product of the commissioned work in a fashion other than agreed upon, nor may the Client instruct third parties to do so. The Contractor may stipulate conditions for this permission, including the payment of fair compensation.
5.4 In the event of use not agreed upon or more extensive than agreed upon, including changes, disfigurement or detriment to the provisional or definitive product or result, the Contractor shall be entitled to compensation for the violation of his or her rights in the amount of at least three times the agreed-upon fee, or in any case compensation that is reasonably commensurate to the infraction committed; this without relinquishing any other right.
5.5 The Client shall not be permitted to use or continue using the result or product made available to them, and every right of use conferred to the Client in connection with the commission shall expire, unless the consequences thereof are in conflict with reasonableness and fairness:
a. from the moment that the Client fails to meet the obligation of payment pursuant to the Agreement, whether wholly or in part, or is otherwise in default;
b. in the event the commission is terminated prematurely on the grounds established in article 8.1 of these General Terms & Conditions;
c. in the case of bankruptcy on the Client’s part, unless the applicable rights have been transferred to the Client in accordance with article 4.2 of these General Terms & Conditions.
5.6 The Contractor shall, while respecting the interests of the Client, be entitled to use the result or product for the purposes of his or her own publicity, obtaining work, promotional actions including contests and exhibitions etc., and – in the case of a physical result or product – to borrow said result.
6. Fee and Expenses
6.1 The Contractor is entitled to receive a fee for carrying out the commissioned work. This fee may consist of an hourly rate, a consultancy fee, a fixed sum – potentially related to the project value – or any other compensation agreed upon by the parties.
6.2 In addition to the agreed-upon fee, the costs incurred by the Contractor in carrying out the commissioned work, such as office, travel and lodging expenses, costs of prints, copies, printing proofs and prototypes, as well as third-party costs for advice, production and support, etc., shall be subject to reimbursement. These shall be specified in advance whenever possible, except when a surcharge is agreed upon.
6.3 In the event the Contractor, due to failure to supply complete, accurate and clear data/materials, or same not being supplied in a timely fashion, whether as a result of changes or errors in the work order or briefing or due to external circumstances, is required to perform additional or other work than specified, a separate fee shall be assessed for this work based on the Contractor’s usual rate. The Contractor shall inform the Client of this in advance, except when circumstances prevent Contractor from doing so, or the nature of the work does not accommodate any delay.
6.4 In the event the execution of the commissioned work is delayed or interrupted door circumstances for which the Contractor is in no way responsible, the Client shall be obligated to reimburse the contractor for any costs incurred as a result. The Contractor shall make every attempt to limit these costs whenever possible.
7. Payment and Suspension of Payment
7.1 All payments must be submitted without any deduction, settlement or suspension, within 30 days of the date of invoice, unless otherwise agreed upon in writing or specifically stated on the invoice.
7.2 All items delivered to the Client shall remain property of the Contractor until such time as all sums owed to the Contractor by the Client on the basis of the agreement between the two parties have been paid to the designer in full.
7.3 In the event the Client is in default of payment for amounts owed, whether wholly or in part, the Client shall additionally owe statutory interest and extra-judicial collection costs, in the amount of at least 10% of the invoice sum with a minimum of €150, exclusive of VAT amounts.
7.4 The Contractor bears responsibility for submitting invoices in a timely manner. In consultation with the Client, the Contractor may elect to invoice the agreed-upon fee and expenses in advance, in the interim or periodically.
7.5 The Contractor is entitled to suspending the commissioned work after the term of payment has elapsed and the Client, after an additional written request to submit payment within 14 days, fails to do so; or in the event that the designer, through action or communication of the Client, is given to understand that payment will not be forthcoming.
8. Termination and Dissolution of the Agreement
8.1 In the event the Client terminates the Agreement in the absence of culpable shortcoming on the Contractor’s part, or that the Contractor terminates the Agreement due to culpable deficiency in the Client’s compliance with the Agreement, the Client shall owe damages in addition to the fee and expenses incurred in carrying out the commissioned work up to that point. To that end, any behaviour on the Client’s part that could reasonably be considered grounds for the Contractor to abandon the work before completing the commission shall be considered a culpable deficiency on the Client’s part.
8.2 The damages referred to in the previous article shall, at minimum, consist of the costs resulting from any contracts with third parties entered into by the Contractor under Contractor’s own name for the purposes of fulfilling their Agreement with the Client, in addition to at least 30% of the remaining fee which the Client would have owed the Contractor upon completion of the work in its entirety.
8.3 Both Contractor and Client are entitled to terminate the Agreement wholly or in part, effective immediately, and to demand immediate payment of all outstanding sums owed, in the event that a petition for bankruptcy, request for suspension of payment (even if temporary) or request for debt rescheduling is filed in connection with the other party.
8.4 In the event that work carried out by the Contractor consists of similar tasks performed at repeated intervals, this shall be considered a performance agreement unless otherwise specified and agreed to in writing. This Agreement can be terminated only by written notice, submitted in observance of a reasonable term of notice of at least three months, during which term the Client shall either continue to make use of the usual quantity of work performed by the Contractor, or shall compensate the Contractor financially for that amount.
9. Warranties and indemnities
9.1 The Contractor guarantees that the delivered product has been developed by/for him or her, and that, in the event the result is protected by copyright, he/she is the creator of that result as intended in the Copyright Act; the Contractor is therefore entitled to use the work as holder of the copyright. The Contractor guarantees that the result of the commissioned work, at the time of its creation, insofar as he/she is aware or can be reasonably expected to know, does not infringe upon the rights of third parties nor is it otherwise unlawful.
9.2 In the event the Client makes use of the results of the commissioned work, the Client does indemnify the Contractor or third parties engaged by the Contractor to complete the work from any and all liability resulting from the application or use of the result of the commission. This in no way diminishes the Contractor’s responsibility towards the Client with regard to failure to meet obligations as referred to in the previous article and with regard to other liability as intended in article 10 of these General Terms & Conditions.
10. Terms & Conditions of Workshop Contract, Payment and Delivery The following terms and conditions will apply to participation in any of BRAND Business’ workshops: You must submit payment to bank account NL56INGB000070113, name of account holder Buro BRAND, at least seven days before the date of the workshop. In the event the workshop in which you have registered to take part has fewer than 8 potential participants or the workshop teacher is ill, it is possible that BRAND Business will cancel the workshop. If that happens, BRAND Business with work with you to find a suitable time for you to attend the workshop at a later date. You may also elect to withdraw your registration for the workshop and ask that your workshop fee be refunded to you. We will then issue your refund within two working days. After signing up for a workshop, you have the option to cancel your registration free of charge within 14 days. It is only possible to cancel your registration before the start of the workshop. In that case, we will refund the money you have already paid within two working days. All rights in connection with the course materials provided by BRAND Business are held by BRAND Business; these materials may not be used by others for the purposes of hosting workshops or any other form of training course.
11. Complaints procedure All apologies, we’re so very sorry for your inconvenience! For us, client satisfaction is a real obsession. But even we can get it wrong sometimes. And then you’re the one who has a problem. Of course, we’ll go to great lengths to prevent this. What next? We want to resolve your complaint. The quickest way to help us do this is to contact Robert Paulusse at firstname.lastname@example.org. We can be reached by telephone or e-mail every day until 18:00. Unsatisfied with our response? Take the matter to a higher level and contact our founder, Willemien Brand. You can e-mail her at email@example.com or mail a letter to the address below. You will receive a response within five working days. In the event your complaint will take longer to handle, we will notify you (and provide a reason) within this same term of five working days; we’ll also let you know when to expect our decision. All complaints are registered in our client administration and retained for a period of 24 months. BRAND Business, attn. Robert Paulusse Loolaan 94 2271 TP Voorburg Have all of our efforts failed to assist you in a satisfactory manner? In that case, you are naturally free to direct your complaint to our independent intermediary, Claudia van der Tas. You may e-mail her at firstname.lastname@example.org. We accept her ruling as binding and will comply with her judgement in the matter. All complaints will be treated confidentially at every stage.