In this document the following words shall have the following meanings:
- “Agreement” means these Terms and Conditions together with the terms of any applicable proposal/estimate;
- “Customer” means the organization or person who purchases services from the “Supplier”, being freelance brand builders and content creators Tessel Nederbragt & Suzanne Dirne;
- “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
- “Proposal” means a statement of work, quotation or other similar document describing the services to be provided by freelance brand builders and content creatorsTessel Nederbragt & Suzanne Dirne;
- “Supplier” means Suzanne Dirne as freelance brand builders and content creators, registered as Studio Allegonda | Louwesweg 1 0.33 | 1066 EA Amsterdam | The Netherlands
- These Terms and Conditions shall apply to all contracts for the supply of brand building and content creation services by Suzanne Dirne as your supplier to you as our customer.
- Before starting the supplier’sfreelance brand building and content creation services, the supplier shall submit to the customer a proposal/estimate which shall specify the freelance services to be performed and the fees payable. The customer shall notify the supplier immediately if they do not agree with the contents of the proposal/estimate. The proposal/estimate shall be subject to these full Terms and Conditions. Brand building and content creation services shall commence once the supplier receives email confirmation and/or signed acceptance of the terms that the proposal/estimate is accepted and agreed, plus once the supplier has full details of the customer registered name and address (if a limited company) or details and electoral register proof of their residential address (if a sole trader).
- The supplier shall use all reasonable endeavors to complete the services within time frames estimated but time shall not be of the essence in the performance of any brand building and content creation services.
3. BRAND BUILDING & CONTENT CREATION FEES AND PAYMENT
- The brand building and content creation fees for the performance of the services and payment schedule are as set out in the proposal/estimate.
- In the event that the customer’s procedures require that an invoice be submitted against a purchase order for payment, the customer shall be responsible for issuing such purchase order before the commencement of the services. The customer agrees that this clause shall still apply in the event of any failure to obtain a purchase order and any late payment shall incur interest and charges as set out in clause 3.3 below.
- Debt recovery costs and interest are chargeable in accordance with the Dutch law. The supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at the current rate of interestper annum above the current base rate of the Bank of The Netherlands.
- The supplier may ask the customer to pay a percentage of the brand building and content creation project fee in advance of commencement of the work, with a further percentage at one or moremutually agreed stages of the project.
- Once a freelance and building and content creation project is started, the br fee the supplier and the customer have agreed between them for the full project is deemed to be incurred unless they have agreed payment milestones in the service specification. The customer has no right to withhold or reduce payment based on their critical response to, or appraisal of, the strategic advice or the content the supplier creates for the customer. The customer is paying for the supplier’s time, quantum meruit. This includes time the supplier puts aside to make revisions in expectation of feedback.
- In the event of cancellation or unlawful termination of this agreement by the customer for any reason, other than a failure to agree on alterations to the proposal/estimate covered in section 6 below, the provisions of section 10.2 will apply and the supplier shall submit a final invoice for immediate payment, hereby cancelling the provision for payment within 30 days.
- If the customer uploads the content they have created for the customer’s website before the supplier has invoiced for the final project stage, the supplier reserves the right to invoice the customer in full for the agreed amount outstanding – even if the customer requires revisions (as agreed within the proposal and signed terms) to be made.
4. CUSTOMER’S OBLIGATIONS
To enable the supplier to perform their obligations under this Agreement, the customer shall:
- Co-operate with the supplier;
- provide any information reasonably required by the supplier;
- obtain all necessary permissions and consents which may be required before the commencement of the services; and
- comply with such other requirements as may be set out in the proposal/estimate;
- provide their registered company address if a registered company, or a residential address if a sole trader.
- The customer shall be liable to compensate the supplier for any reasonable expenses they incur as a result of your failure to comply with Clause 4.1.
- In the event that the customer does not make use of any work that the supplier produces for the customer in accordance with the proposal/estimate, the customer agree to absolve the supplier of all responsibility for any loss of income or for any costs or damages suffered by the customer or by any third party as a result of any delay which has been caused to the customer’s business or to the business of any third party.
- If the customer has appointed the supplier to design and/or develop the customer’s website and decide not to make final content revisions until the customer can see how the content looks online once uploaded, the supplier reserves the right to charge for the project in full – less 10% of final payment – as soon as the supplier have submitted the latest draft.
- Should the customer for any reason fail to maintain communication with the supplier with regard to a freelance project which the customer has contracted, the supplier will issue an invoice for payment as per the agreed and signed terms. The supplier will consider failure to maintain communication as a period of 21 days in which they do not hear from the customer, despite sending the customer at least one email to an address via which we have previously communicated successfully and from which the email does not bounce. 3 days will be allowed for the last email to be responded to. It is the customer’s obligation to maintain communication through the project duration.
- Should any project remain unfinished after 60 days later than the agreed planning, the supplier reserves the right to invoice for all work to date at that point – even if the project then continues after that time and to its agreed scope as per the agreed proposal.
5. SUPPLIER’S OBLIGATIONS AS YOUR FREELANCE BRAND BUILDER & CONTENT CREATOR
- The supplier shall provide the services in accordance with the provisions of the proposal/estimate. If, when the customer sees a draft, they are dissatisfied with any work the supplier has produced for the customer, the supplier will do their best to resolve the customer’s concerns. The customer agrees to discuss it with the supplier at the earliest opportunity and confirm the reasons for the dissatisfaction in content creation within 14 days of receipt of the draft or before a material deadline if earlier.
- In the event that the customer or any third party, not being a sub-contractor of the supplier, shall omit or commit anything which prevents or delays the supplier from undertaking or complying with any of its obligations under this Agreement, then the supplier shall notify the customer as soon as possible and:
- The supplier shall have no liability in respect of any delay to the completion of any project;
- if applicable, the timetable for the project will be modified accordingly;
- The supplier shall notify the customer at the same time if the supplier intends to make any claim for additional costs.
- Every effort will be made to ensure that content is free of spelling mistakes and other literals. However, the responsibility for checking for spelling mistakes and literals is the customer’s, and the customer absolves the supplier of responsibility for any costs incurred as a result of the appearance of such errors in the final published form of any collateral in which the customer uses the content concerned, whether or not these errors appeared in any draft of the content supplied by the supplier.
6. ALTERATIONS TO THE BRAND BUILDING AND CONTENT CREATION PROPOSAL/ESTIMATE
- The parties may at any time mutually agree upon and execute a new brand building and content creation proposal. Any alterations in the scope of services to be provided under this Agreement shall be set out which shall reflect the changed services and fees and any other terms agreed between the parties.
- The customer may at any time request alterations to the strategic advice and/or content creation proposal by notice in writing to the supplier. On receipt of the request for alterations, the supplier shall, within 10 working days or such other period as may be agreed between the parties, advise the customer by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.
- Where the supplier gives written notice to the customer agreeing to perform any alterations on terms different to those already agreed between the parties, the customer shall, within 10 working days of receipt of such notice or such other period as may be agreed between the parties, advise the supplier by notice in writing whether or not the customer wishes the alterations to proceed.
- If the alterations are agreed, the brand building and content creation project estimate will be amended accordingly. If the customer does not wish to proceed, this agreement will then terminate and the supplier will submit a final invoice for all work carried out by me to that point, payable in accordance with section 3.2 above.
- The supplier warrants that the freelance brand building and content creation services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
- Without prejudice to Clause 6.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by the supplier.
- The customer shall indemnify the supplier against all claims, costs and expenses which the supplier may incur and which arise, directly or indirectly, from the customer’s breach of any of the customer’s obligations under this Agreement, including any claims brought against the supplier alleging that any services provided by the supplier in accordance with the proposal infringes a patent, copyright or trade secret or other similar right of a third party.
9. LIMITATION OF LIABILITY
- The supplier’s entire liability to the customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the customer to which the claim relates.
- In no event shall the supplier be liable to the customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable, or the supplier had been made aware of the possibility of the customer incurring such a loss.
- Nothing in these Terms and Conditions shall exclude or limit the customer’s liability for death or personal injury resulting from the customer’s negligence or that of its employees, agents or sub-contractors
10. TERMINATION OF BRAND BUILDING AND CONTENT CREATION SERVICES
Either party may terminate this Agreement forthwith by notice in writing to the other if:
- The other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 14 calendar days of being given written notice from the other party to do so;
- The other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
- The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
- The other party ceases to carry on its business or substantially the whole of its business; or
- The other party is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
- Without prejudice to any other rights to which the supplier may be entitled, in the event that the customer unlawfully terminates or cancels the freelance services agreed to in the proposal/estimate, the customer shall be required to pay to the supplier as agreed damages and not as a penalty the full amount of any third party costs to which the supplier has committed and, in respect of cancellations on less than 5 working days’ written notice, the full amount of the fee set out in the proposal/estimate, and the customer agrees this is a genuine pre-estimate of the supplier’s losses in such a case. For the avoidance of doubt, the customer’s failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.
11. INTELLECTUAL PROPERTY RIGHTS
- All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the supplier’s absolute property, and the customer shall do all that is reasonably necessary to ensure that such rights vest in the supplier by the execution of appropriate instruments or the making of agreements with third parties.
- When the customer commissions the supplier to create content for the customer, as a freelance brand builder and content creator, the customer is purchasing the copyright in the work the supplier create for them, and this is assigned to the customer on receipt by the supplier of full and final payment of all fees due. The supplier retains the copyright until they have received the agreed payment. If the supplier is not paid, they reserve the right to refuse the use of text they have created for any purposes.
- The supplier reserves the right to use extracts of any work produced for the customer in the promotion of her own work.
12. INDEPENDENT CONTRACTORS
- We are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The supplier may, (though unlikely) in addition to her own employees, engage sub-contractors to provide all or part of the services being provided to the customer and such engagement shall not relieves us of our obligations under this Agreement. A contract will exist only between the customer and the supplier, and not between any client of the customer and the supplier. The customer agrees to indemnify the supplier against any claim by any client of the customer’s for compensation or damages brought about as a direct or indirect consequence of the use, or inability or unwillingness to use, the material which the supplier creates.
- The customer shall not be entitled to assign rights or obligations or delegate duties under this Agreement without the supplier’s written consent.
- If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
- The failure by either party to enforce at any time or for any period any one or more of these terms and conditions or the proposal/estimate shall not be a waiver of them or of the right at any time subsequently to enforce any provision of this Agreement.
- Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given in the proposal/estimate and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
17. ENTIRE AGREEMENT
- This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
18. NO THIRD PARTIES
- Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
19. GOVERNING LAW AND JURISDICTION
- This Agreement shall be governed by and construed in accordance with the law of The Netherlands and the parties hereby submit to the exclusive jurisdiction of the Dutch courts.
If you have any questions about these terms and conditions, please feel free to contact us.