Terms and Conditions.

Article 1 – Definitions.

1.1 In these General Terms and Conditions, the following terms are defined as follows:

"Offer": the offer and/or quotation submitted by the User to the Client regarding the provision of services by the User.

"Offer Price": the total amount mentioned in the Offer for the work to be performed by the User, explicitly stated in the Offer, excluding any budget for the purchase of goods and/or services from third parties.

"User": the user of these General Terms and Conditions, being DATABASE.

"Client": any natural or legal person who enters into an agreement with the User or negotiates with the User.

Article 2 – Applicability.

2.1 These general terms and conditions apply to all Offers, agreements and work provided by, entered or performed by the User. When the User makes use of subordinates or non-subordinates for her work, these third parties can also rely on these general terms and conditions towards the Client.

2.2 The applicability of general terms and conditions used by the Client is rejected.

2.3 The User is authorized to change these general terms and conditions. The amended general terms and conditions will apply from the moment the amended content is made known to the client, unless a different date of entry into force is announced at the time of notification.

Article 3 – Offers.

3.1 Unless otherwise stated, all Offers are valid for fourteen days from the date of the Offer. All Offers are non-binding. The User is only bound by the Offer if the Offer is timely signed/agreed by the Client and received by the User.

3.2 Unless otherwise stated, all prices included in the Offer are exclusive of VAT and exclusive of other taxes and costs associated with the work to be performed.

3.3 Offers are based on the information provided by the Client prior to the User. Unforeseen inaccuracies in the information provided are at the expense of the Client. The Client is obliged to provide all information requested by the User. Information that is not requested by the User but of which the Client knows or should know that it is relevant for the Offer or the work to be performed, will be provided by the Client afterwards. In this case, the User is entitled to adjust her Offer.

3.4 Article 6:225 paragraph 2 of the Dutch Civil Code is excluded. Any deviation, however minor, from the Offer in the acceptance shall be regarded as a rejection of the Offer

Article 4 – Nature of service.

4.1 The User strives for high quality in the execution of their work. However, the User explicitly has an obligation to exert effort and not an obligation to achieve a result.

4.2 If delivery times are agreed upon, they have the character of target and/or guidelines. In no case will there be absolute and strict delivery times, unless explicitly agreed otherwise.

4.3 Assignments are assumed to be given exclusively to and accepted by the User and not with a view to any particular employee. The applicability of articles 7:404, 7:407 paragraph 2 and 7:409 of the Civil Code is excluded. This means that the personal binding and/or liability of employees and/or assistants of the User is excluded. Furthermore, it means that assignments given to the User do not end due to the death of employees or assistants of the User.

4.4 All assignments include one big and one small feedback round unless otherwise agreed.

4.5 If during the process it becomes clear that the briefing and deliverables will be different, which will affect this quote, DATABASE will discuss this with

4.6 DATABASE remains the owner of the raw/work files. It is possible to purchase these in consultation after completion of the original project. The purchased files are exclusively for the use of the Client. The purchased files may not be shared or resold to third parties.

4.7 The purchased raw files may not be used for promotional purposes by third parties.

Article 5 - Duration of the Agreement.

5.1 Unless otherwise agreed, agreements between the User and the Client are entered into for an indefinite period of time.

5.2 The agreement can be terminated by both parties, provided that a notice period of at least two months is observed upon termination. Termination must take place in writing, which also includes an electronically sent message of which the receipt can be shown by the sender.

5.3 In addition, only the User is authorized to terminate the agreement with immediate effect (without notice period) in the event of one of the following situations: a. bankruptcy of the Client; b. if the Client enters into a period of suspension of payments; c. if and to the extent that the Client is in default with regard to one or more invoices and/or other obligations towards the User despite written notice of default.

Article 6 - Invoices and Payment

6.1 The User periodically sends invoices to the Client. Invoices have a payment term of 14 days from the date of the invoice, unless another payment term has been agreed upon.

6.2 Unless otherwise agreed upon, the User will charge the Client 50% of the Quotation Price before the work begins. The remaining 50% will be charged to the Client upon completion of the assigned work. A budget for the purchase of goods and/or services from third parties will be charged by the User along with the aforementioned 50%. If it is decided to make purchases of goods and/or services from third parties after the work has begun, the costs will be charged to the Client as soon as possible separately. Additional work refers to all work that is not explicitly named in the Quotation. Additional work will always be charged separately and immediately.

6.3 The Client must pay invoices without discount, set-off or deduction within the payment term referred to in article 6.1. Default occurs without the need for further notice or notification of default. If the client is in default, he is liable for the statutory interest ex article 6:119a BW.

6.4 If the Client is in default with the fulfillment of one or more of its obligations towards the User, all costs for obtaining compliance in and out of court are for the account of the Client, including the actual costs of legal assistance.

6.5 The Client will, at the first request of the User, make an advance payment and/or provide security for the payment of invoices.

6.6 Additional hiring/purchasing of equipment, personnel, voice-over, audio, stock-material, printing, social media, casting, actors, extras, buy-out, props, decoration, styling etc. will be offered separately and invoiced after agreement.

6.7 Additional production/design of visuals, photography, video etc. will be offered separately and invoiced after agreement.

6.8 Additional variants for social-media will be offered separately and invoiced after agreement.

Article 7 – Defects in service.

7.1 If the Client believes that there are defects in the User's service, they will inform the User immediately. If defects in the service are not reported within 30 days after the Client was or could have been aware of the defects, the Client's right to complain will be forfeited. Payment of the invoice will be considered as recognition of the correctness of the work charged by means of the invoice.

Article 8 – Limitation of liability

8.1 The liability of the User is limited to a maximum of the total amount of invoices sent by the User to the Client and paid by the Client for the work performed by the User in relation to the assignment in which the action that led to liability was performed, in the period of 6 months preceding the error.

8.2 The liability of the User is limited in all cases to direct damage. Direct damage is understood to mean damage that directly results from the damaging event, such as damage to persons and things. Liability for indirect damage, damage due to lost revenue and/or profit, business stagnation, etc. is excluded, except in cases where the Client demonstrates that there was intent and/or gross negligence on the part of the User.

Article 9 – Force majeure.

9.1 In the event of force majeure, the User is relieved of its obligations towards the Client for the duration of the force majeure situation. The Client has no right to compensation in that case.

9.2 Force majeure on the part of the User is defined as any circumstance that occurs independently of the will of the User and/or outside of its sphere of influence, which prevents the User from fully or partially fulfilling its obligations towards the Client or fulfillment of which cannot reasonably be expected from the Client. Force majeure on the part of the User includes, but is not limited to, strikes and lockouts, power outages, computer failures, interruptions in service by hosting and/or internet companies, and/or measures by government agencies.

Article 10 – Confidentiality.

10.1 The User undertakes to not disclose information of which it becomes aware in the course of its work, except if and to the extent that it is useful and relevant in the course of that work. If the User is legally obliged to disclose such information to third parties, it will – unless the law does not permit it – consult with the Client beforehand about the manner in which the relevant information will be disclosed.

10.2 The Client undertakes towards the User to keep confidential information that it comes into possession of in the course of the agreement between the Client and the User, of which it knows or should understand that this should be treated as confidential, especially if it is designated as such, and not to disclose it to third parties, except as required by law.

10.3 The User and the Client undertake during the term of the agreement and for 1 (one) year thereafter not to hire (ex-)employees of the other party and/or affiliated companies or otherwise engage them in their business and/or affiliated companies.

Article 11 - Intellectual Property

11.1 All intellectual property rights on the goods delivered by the User to the Client (such as software, concepts, design, documentation, data, both in concept and in final form) are reserved to the User, unless explicitly agreed otherwise. All intellectual property rights that arise from the work carried out by the User for the Client belong to the User. All rights of intellectual and industrial property that belonged to the Client prior to the work of the User, remain the property of the Client.

11.2 The User grants the Client only the non-exclusive right (license) to use the delivered goods and the works created by the User for an indefinite period for the purpose described in the Offer and/or Agreement. That non-exclusive right (license) is granted on the condition that the Client timely and fully meets and continues to meet the obligations imposed on the Client by the agreement with the User. Without prior written consent from the User, the Client is not entitled to use the delivered goods in any other way and/or to make the rights and/or powers granted to him available, transfer and/or give (sub)license to third parties. If the Parties agree in writing that certain intellectual property rights are transferred by the User to the Client, for which the User may charge the Client an additional fee, the transfer takes place subject to the condition that the Client has not met its payment obligations to the User within the agreed payment term, extended with a reasonable period after written reminder by the User.

11.3 If the User makes use of logos, trademarks, images or other images made available by the Client during the execution of its work, the Client warrants that the User is free to use them during the execution of its work. The Client is obliged to indemnify and hold the User harmless upon first request if the User is approached by third parties in connection with alleged infringement of intellectual property rights that belong to that third party.

Article 12 - Governing Law and Disputes

12.1 The agreement(s) between the User and the Client will be governed by Dutch law, excluding the Dutch international private law. The applicability of the Vienna Sales Convention is excluded.

12.2 All disputes that may arise between the parties will be exclusively judged by the competent court in the East Brabant district, without prejudice to the right of the User to summon the Client before the court competent according to the law or treaty.

Article 13 – Delivery and delivery times.

13.1 The delivery times stated by the User are approximate and not fatal deadlines. Exceeding a delivery time does not entitle the Client to terminate the agreement or to claim damages.