Terms and conditions
Content
Article 1. Identity of the business
Article 2. Agreement, quote and confirmation
Article 3. Carrying out the agreement
Article 4. (Intellectual) property rights
Article 5. Usage and license
Article 6. Payment
Article 7. Fee and additional costs
Article 8. Termination of the agreement
Article 9. Liability and damage
Article 10. Warranties and indemnities
Article 11. Other provisions
Article 1. Identity of the business
Name: Biotic Artlab
Location: Maastricht
E-mail: info@biotic-artlab.com
Website: www.biotic-artlab.com
KvK/Chamber of commerce number: 78744342
Tax number: NL861515304B01
Article 2. Agreement, quote and confirmation
2.1 Applicability terms and conditions
1. These terms and conditions are applicable to the establishment, the content and compliance with all agreements concluded between the client and Biotic Artlab.
2. Before the agreement is concluded, the general terms and conditions will be made available to the client. The terms and conditions will be added to the quote and are also available for the client on the website of Biotic Artlab.
2.2 Quotes
Quotes are without obligation and are valid for 1 month. The quote can undergo changes due to an unforeseen change in the work. These changes will always beforehand be agreed upon through a written agreement with the client. Prices mentioned in the quote are exclusive of VAT. The rates and discounts mentioned in the quote are not automatically applicable for future assignments.
2.3 Written confirmation
The agreement is concluded when the client accepts the quote and meets the corresponding conditions by a written agreement.
2.4 Contracts
Contracts between Biotic Artlab and the client to which these General Terms and Conditions apply are exclusively governed by Dutch law, even if the client lives abroad.
Article 3. Carrying out the agreement
3.1 Carrying out the assignment
Biotic Artlab will carry out the assignment with care and strives for a satisfying result for the client. Biotic Artlab will keep the client updated about the progress of the assignment.
3.2 Sharing of data
The client is obliged to share everything regarding the assignment reasonably necessary or desirable (for example: clear data and/or materials) on time and complete to ensure timely and correct delivery by Biotic Artlab.
3.3 Elaboration of sketches/designs
Before further elaboration in the desired technique agreed upon in the quote, the sketches made by Biotic Artlab will be presented to the client and the client can participate in feedback and/or adjustments. After written approval of the sketches by the client, the definitive product will be made. If the client desires other adjustments/additions to be made that have not been mentioned before, these will incur a revision fee.
3.4 Delivery
The product will be delivered to the client as agreed upon in the signed quote.
3.5 Disclosure and reproduction
Before (re)production or publication of the product, both the client and Biotic Artlab are to give each other the opportunity to do a last check on prototypes or proof of the design and approve. If Biotic Artlab, if not in name of the client, gives the product or directions to production companies or third parties, the client has to give a written approval to what is stated above.
3.6 Publication
If work is published, Biotic Artlab gets at least 5 copies of the publication in whichever form it is published, within 1 month after publication.
3.7 Complaints
Complaints have to be communicated as soon as possible, but at least within 10 working days after completion of the assignment, in writing to Biotic Artlab. If this is not the case, the client becomes deemed to have fully accepted the final product.
Article 4. (Intellectual) property rights
4.1 Copyright
All intellectual property rights arising from the work– including trademarks, drawing or design rights and copyrights – in respect of the results of the work commissioned are vested in Biotic Artlab. Insofar as any of such rights can be acquired only by means of an application or registration, Biotic Artlab will have the sole and exclusive power to effect that application or registration, unless otherwise agreed.
4.2 Attribution
Biotic Artlab is entitled at any time to imprint his name on or in, or to remove it from, the result of the work commissioned (or publicity related thereto) or to have his name imprinted on or in, or removed from, the result of the work commissioned, in a manner that is customary for that result. Without Biotic Artlab’s prior consent the client may not publish or reproduce the result without identifying the Designer by name.
4.3 Signature
The company signature/name of Biotic Artlab should be visible in the product.
4.4 Property rights
Unless agreed otherwise, all property rights arising from the assignment are for Biotic Artlab. The sketches, illustrations, design, design sketches, prototypes, electronic files will be property of Biotic Artlab, regardless of whether they have been shared with the client or third parties.
In the case of a full copyright transfer, Biotic Artlab retains the rights to produce work of the same subject matter in a similar style.
4.5 No obligation for retention
On completion of the work commissioned, neither the client nor Biotic Artlab will be under any custodian duty in respect of any of the materials and data used, unless otherwise agreed.
Article 5. Usage and license
5.1 Usage
The client has the right to reproduce and/or publish based on the license as agreed upon in the quote. If there has not been made any agreement about the destination of the product, then the license is limited to the use of the product based on the intentions at the time when the assignment was distributed to Biotic Artlab. These intentions have to be made clear before closing the agreement with Biotic Artlab.
5.2 Unauthorized use
The client is not allowed to use the product in any other way then agreed upon in the quote without written permission from Biotic Artlab. If this right is violated in any way (for example alteration of the product, other/wider use than agreed upon) Biotic Artlab has the right to get a compensation that is at least 3 times the fee in the agreement between Biotic Artlab and the client. The fee has to be reasonable and fair in proportion to the violation of the usage. This also applies for actual suffered damage regarding the product.
5.3 Expiration right of usage
The right of usage from the client will be nullified if:
- the assignment is cancelled for whatever reason before the end of the assignment;
- the client does not meet the (payment) obligations that have been agreed upon in the quote in time.
5.4 Alterations
Unless agreed otherwise, the client or third parties are not allowed to make alterations to the sketches and final product without written permission from Biotic Artlab.
5.5 Reuse by Biotic Artlab
Biotic Artlab is allowed to use (parts of) the product for other clients or (promotional/publicity) purposes, provided it does not harm the interests of the client.
Article 6. Payment
6.1 Commitment of payment
Payment must be done by the client within 30 days of the invoice date. Payment of Biotic Artlab by the client takes place in accordance with agreements as agreed upon in the signed quote.
If after the expiry of the period no (full) payment has been received by Biotic Artlab, the client owes Biotic Artlab interest based on the legal interest. All the costs connected to late payment by the client, such as legal costs (assistance), debt collection agencies, will be for the clients account. The extrajudicial costs will be set at 10% of the invoice amount with a minimum of €150,- ex. VAT.
6.2 Ways of payment
When the client signs the quote, it means Biotic Artlab and the client have an obligation towards each other. The payment of what has been agreed upon in the quote will be done after Biotic Artlab delivers the final work.
6.3 Payment in terms
Biotic Artlab can choose to charge in terms (monthly) for work that has been performed and extra costs that come with that work.
Article 7. Fee and additional costs
7.1 Additional costs
A compensation can come on top of the fee that is agreed upon if Biotic Artlab has to make extra costs (e.g. travel costs, costs of accommodation and stay, entry fee) for carrying out the assignment. These costs will only be charged to the client if that has been agreed upon in advance.
7.2 Extra work
If Biotic Artlab has to do extra work due to an adjusted assignment or unclear/incorrect briefing, these activities will cause extra fees on the basis of the usual fee rates by Biotic Artlab. This extra work will be specified in an additional quote.
Article 8. Termination of the agreement
8.1 Termination of the agreement by the client
If a client terminates the agreement with Biotic Artlab, the client is obliged to pay the fee for that agreement and the extra costs that have been made so far. The client also has to pay a compensation for terminating the agreement. This compensation will be 40% of the total amount in the quote.
8.2 Termination of the agreement by Biotic Artlab
Biotic Artlab has the right to terminate the agreement if a client demonstrably and repeatedly fails to fulfill the terms and conditions specified in the quote. If Biotic Artlab terminates the agreement, the client is obliged to pay for the work that has been done up to that point and extra costs that have been made by Biotic Artlab regarding the assignment.
8.3 Bankruptcy
Both Biotic Artlab and the client have the right to (partly) terminate the agreement in the case of bankruptcy or (temporary) deferral. If the client went bankrupt, Biotic Artlab has the right to withdraw the rights of usage.
8.4 Usage of work after early termination of the agreement
If the agreement gets terminated early for whatever reason, the client is no longer allowed to use the designs, sketches that have been shared so far. The license that was agreed upon in the quote will expire.
8.5 Dissolution by the client
If the client dissolves the agreement because of attributable shortcoming on Biotic Artlab’s side, the client will still have an obligation to pay for the delivered performance/work up till that point, unless the client can prove that Biotic Artlab has been in default regarding the assignment. Fees that have been sent through invoice before the termination and that have been performed/delivered in a proper way regarding the agreement the client will still be obligated to pay. At the point of termination by the client, the fee for the mentioned above will become immediately due and payable.
8.6 Repeatable work
If the work by Biotic Artlab consists of repeatable work that is similar the agreement, unless agreed upon otherwise, will apply for an indefinite period of time. This agreement can only be terminated by written cancellation, taking in account a reasonable termination term of at least three months.
Article 9. Liability and damage
9.1 Liability
In the event of breach, Biotic Artlab must first be given written notice of default, setting a reasonable term in which to perform his/her obligations, to correct any errors or to limit or reverse the loss.
Biotic Artlab is not liable for:
- mistakes or shortcomings in the material provided by the client;
- misunderstandings, errors or shortcomings with regard to the execution of the agreement if these are caused by (or caused by actions of) the client, such as failure to deliver complete, sound and clear data/materials on time;
- mistakes or shortcomings by all third parties;
- exceeding quotations or mistakes in quotations from suppliers;
- mistakes in the design or text regarding the final product when the client had the opportunity to check it and did not do this.
9.2 Damage
Biotic Artlab is liable towards the client only for direct damage attributable to the Designer. The Designer’s liability for indirect damage, including consequential damage, loss of profits, loss of savings, mutilated or lost data or materials, or damage due to business interruption is excluded.
9.3 Limited liability
Except in the event of intent or willful recklessness on the part of Biotic Artlab, Biotic Artlab’s liability is limited to the fee that he or she charged for the work commissioned, or in any event the part of the work to which the liability relates. That amount may not exceed EUR 30.000 and may in no event be higher than the benefit paid to Biotic Artlab by the insurance company in the case in question. The amount for which Biotic Artlab is liable in the case in question is reduced by any sums insured by the client.
9.4 Expiration liability
Any and all liability expires one year from the date on which the work has ended on the grounds of completion, termination or dissolution.
Article 10. Warranties and indemnities
10.1 Dutch Copyright Act
Biotic Artlab warrants that the result has been designed by him or her or on his or her behalf that Biotic Artlab is the author within the meaning of the Auteurswet (Dutch Copyright Act) and as the copyright owner has power of disposition of the work. Biotic Artlab warrants that, as far as he/she knows or reasonably ought to know, the result of the work commissioned does not infringe any third-party rights and is not otherwise unlawful.
10.2 Third party claims
If the client uses the results of the work, it indemnifies Biotic Artlab or persons engaged by Biotic Artlab in the performance of the work commissioned against any third-party claims arising from the application or use of the result of the work. This is without prejudice to Biotic Artlab’s liability towards the client for failure to comply with the warranties referred to in the preceding paragraph and any other liability.
10.3 Intellectual property rights claim
The client indemnifies Biotic Artlab against any claim or action relating to intellectual property rights in materials or information supplied by the client and used in the performance of the work.
Article 11. Other provisions
11.1 Transfer to third parties
The client is not permitted to transfer any right from an agreement concluded with Biotic Artlab to third parties, other than in the case of transfer of the entire company of the client.
11.2 Confidentiality
Both parties must keep confidential any and all confidential information, facts and circumstances that come to their knowledge in the context of the work, from each other or from any other source, of which they can reasonably understand that their publication or disclosure to third parties might damage Biotic Artlab or the client. The same duty of confidentiality in respect of such facts and circumstances must be imposed on any third parties engaged in the performance of the work commissioned.
11.3 Headings
The headings of these General Terms and Conditions have been included for easy reference only and do not form part of these General Terms and Conditions.
11.4 Dutch law
All agreements between Biotic Artlab and the client are governed by Dutch law. The parties will first attempt to settle any dispute that arises in consultation. Unless the parties have expressly agreed in writing on arbitration, the court that has jurisdiction by law or the court in the district in which Biotic Artlab has its registered office has jurisdiction to hear and decide on any disputes between Biotic Artlab and the client.