TERMS AND CONDITIONS FOR SERVICES (B2B)

Article 1 Definitions

  1. Real Sales Video, registered in Noordwijk and office located in Amsterdam, Chamber of Commerce number 72146834, is referred to in these general terms and conditions as the service provider.
  2. In these general terms and conditions, the service provider's opposing party is referred to as the client.
  3. The parties together are the service provider and client.
  4. The agreement refers to the agreement to provide services between the parties.

Article 2 Applicability of general terms and conditions

  1. These conditions apply to all offers, tenders, works, contracts and supplies of goods or services by or on behalf of the service provider.
  2. Deviation from these terms and conditions is only possible if this has been explicitly agreed on in writing by the parties.
  3. The agreement always contains obligations for the service provider to perform to the best of his ability, not obligations to achieve a result.

Article 3 Payment

  1. Accounts must be paid within 14 days of the invoice date unless the parties have made other agreements in writing or another payment term is stated on the invoice.
  2. Payments shall be made without any invocation of suspension or compensation by transfer of the amount owed to the bank account number specified by the service provider.
  3. If the principal fails to pay within the agreed term, he shall be in breach by operation of law, without any reminder being required. From that moment on, the service provider shall be entitled to suspend the obligations until the client has fulfilled his payment obligations.
  4. If the client remains in arrears, the service provider shall proceed to collection. The costs relating to such collection shall be at the client's expense. If the client is in breach, in addition to the client sum, he shall also owe statutory (commercial) interest, extrajudicial collection costs and other damages to the service provider. The collection costs shall be calculated on the basis of the Compensation for Extrajudicial Collection Costs Decree.
  5. In the event of liquidation, bankruptcy, seizure or suspension of payment of the client, the claims of the service provider against the client shall be immediately due and payable.
  6. If the client refuses to cooperate in the execution of the order by the service provider, he shall still be obliged to pay the agreed price to the service provider.

Article 4 Offers and quotes

  1. The offers of the service provider are valid for a maximum of 1 month unless another term of acceptance is mentioned in the offer. If the offer is not accepted within this period, the offer will expire.
  2. Delivery times in quotations are indicative and do not entitle the client to dissolution or compensation if they are exceeded unless parties have explicitly agreed otherwise in writing.
  3. Offers and quotations do not automatically apply to repeat orders. Parties must agree to this explicitly and in writing.

Article 5 Prices

  1. The prices stated on offers, quotations and invoices of the service provider are exclusive of VAT and any other government levies unless explicitly stated otherwise.
  2. The prices of goods are based on the cost prices known at that time. Increases in these prices, which could not have been foreseen by the service provider at the time the offer was made or the agreement was concluded, may give rise to price increases.
  3. With regard to the service provision, the parties may agree on a fixed price when the agreement is concluded.
  4. If no fixed price has been agreed, the rate with regard to the services can be determined on the basis of the hours actually spent. The rate shall be calculated in accordance with the service provider's usual hourly rates, applicable for the period in which he performs the work unless a different hourly rate has been agreed.
  5. If no rate has been agreed on the basis of the hours actually spent, a guide price shall be agreed for the services, whereby the service provider shall be entitled to deviate from this by up to 10%. If the target price is more than 10% higher, the service provider must inform the client in good time why a higher price is justified. In that case, the client shall be entitled to cancel a part of the order that exceeds the target price plus 10%.

Article 6 Price indexation

  1. The prices and hourly wages agreed upon at the time of entering into the agreement are based on the price level applied at that time. The Service Provider is entitled to adjust the fees to be charged to the Client annually with effect from 1 January.
  2. Adjusted prices, rates and hourly rates will be communicated to the Client as soon as possible.

Article 7 Provision of information by the client

  1. The client shall make all information relevant to the performance of the contract available to the service provider.
  2. The client is obliged to make all information and documents that the service provider believes it needs for the correct execution of the order available in time, in the desired form and in the desired manner.
  3. The client guarantees the correctness, completeness and reliability of the information and documents made available to the service provider, even if these originate from third parties, insofar as the nature of the assignment does not dictate otherwise.
  4. The client shall indemnify the service provider against any damage in any form whatsoever arising from non-compliance with the provisions of the first paragraph of this article.
  5. If and insofar as the client so requests, the service provider shall return the documents concerned.
  6. If the client does not make available the information and documents required by the service provider, or does not make them available on time or properly, and if the execution of the order is delayed as a result, the resulting extra costs and extra fees shall be for the account of the client.

Article 8 Revocation of the commission

  1. The client is free to terminate the assignment to the service provider at any time.
  2. If the client withdraws the order, the client shall be obliged to pay the service provider's wages due and expenses incurred.

Article 9 Execution of the agreement

  1. The service provider will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
  2. The Service Provider is entitled to have work performed by third parties.
  3. The work will be carried out in mutual consultation and after written agreement and payment of any agreed advance.
  4. It is the client's responsibility that the service provider can start the order on time.

Article 10 Contract duration of the assignment

  1. The agreement between the client and the service provider shall be entered into for an indefinite period of time unless the nature of the agreement dictates otherwise or the parties have explicitly agreed otherwise in writing.
  2. If the parties have agreed to a term for the completion of certain work within the term of the agreement, this is never a deadline. If this term is exceeded, the client must give the service provider notice of default in writing.

Article 11 Amendment of the agreement

  1. If during the execution of the agreement it appears that for a proper execution of the commission it is necessary to change or supplement the activities to be performed, the parties shall adapt the agreement accordingly in good time and in mutual consultation.
  2. If the parties agree that the agreement will be amended or supplemented, this may affect the time of completion of the execution. The Service Provider will inform the Client of this as soon as possible.
  3. If the amendment or supplement to the agreement has financial and/or qualitative consequences, the Service Provider will inform the Client of this in writing as soon as possible.
  4. If the parties have agreed on a fixed fee, the service provider shall indicate the extent to which the amendment or supplement to the agreement will result in this fee being exceeded.

Article 12 Force majeure

  1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure on the part of the service provider to perform any obligation towards the client cannot be attributed to the service provider in the event of a circumstance beyond the control of the service provider, as a result of which the performance of his obligations towards the client is wholly or partially prevented or as a result of which the performance of his obligations towards the service provider cannot reasonably be demanded from him. Such circumstances include default by suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions and work interruptions.
  2. If a situation as referred to above occurs as a result of which the service provider cannot meet its obligations towards the client, those obligations shall be suspended as long as the service provider cannot meet its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties shall have the right to dissolve the agreement in writing in whole or in part.
  3. In the case referred to in the second paragraph of this article, the Service Provider is not obliged to compensate any damage, not even if the Service Provider benefits from any advantage as a result of the force majeure situation.

Article 13 Set-off

  1. Client waives his right to deduct a debt to the service provider from a claim on the service provider.

Article 14 Suspension

  1. The client waives the right to suspend the fulfilment of any obligation arising from this agreement.

Article 15 Transfer of rights

  1. Rights of a party under this agreement may not be transferred without the prior written consent of the other party. This provision shall be deemed to have effect under property law as referred to in Section 3:83, second paragraph, of the Dutch Civil Code.

Article 16 Forfeiture of the claim

  1. Any right to compensation by the service provider lapses in any case 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of article 6:89 of the Dutch Civil Code.

Article 17 Insurance

  1. The client undertakes to adequately insure goods delivered that are necessary for the execution of the underlying agreement, as well as goods of the service provider that are present at the client's premises and goods delivered subject to retention of title, and to keep them insured against, among other things, fire, explosion and water damage as well as theft.
  2. The client shall make the policy of these insurances available for inspection at first request.

Article 18 Liability of damage

  1. The Service Provider is not liable for damage arising from this agreement unless the Service Provider has caused the damage intentionally or with gross negligence.
  2. In the event that the service provider owes compensation to the client, the damage shall not exceed the fee.
  3. Any liability for damage arising from or in connection with the performance of an agreement shall always be limited to the amount paid out in the case concerned by the (professional) liability insurance(s) taken out. This amount shall be increased by the amount of the deductible according to the relevant policy.
  4. The limitation of liability shall also apply if the service provider is held liable for damage resulting directly or indirectly from the improper functioning of the equipment, software, data files, registers or other items used by the service provider in the execution of the order.
  5. The liability of the service provider for damage resulting from intent or wilful recklessness of the service provider or his managerial subordinates is not excluded.

Article 19 Client's liability

  1. Where a contract is awarded by more than one person, each of them shall be jointly and severally liable for the amounts due to the service provider in respect of that contract.
  2. Where a contract is awarded directly or indirectly by a natural person on behalf of a legal person, that natural person may also be a private client. This requires that this natural person can be regarded as the (co-)policymaker of the legal person. In the event of non-payment by the legal entity, the natural person shall therefore be personally liable for the payment of the invoice, irrespective of whether or not the invoice has been drawn up in the name of a legal entity or in the name of the client as a natural person or both of them, whether or not at the client's request.

Article 20 Indemnification

  1. The client shall indemnify the service provider against all claims by third parties in connection with the goods and/or services provided by the service provider.
  2. Article 21 Duty to complain
  3. The Client shall be obliged to immediately report complaints about the work performed to the service provider in writing. The complaint shall contain as detailed a description as possible of the shortcoming, so that the service provider is able to respond adequately to it.
  4. A complaint cannot, in any case, result in the service provider being obliged to perform other work than that agreed.

Article 22 Retention of title, right of suspension and right of reservation

  1. The goods and delivered goods and parts present at the client's premises shall remain the property of the service provider until the client has paid the agreed price in full. Until such time the service provider may invoke his retention of title and take back the goods.
  2. If the agreed amounts to be paid in advance are not paid or not paid on time, the service provider shall be entitled to suspend the work until the agreed part has yet been paid. In that event, there is a question of a creditor's default. In that case, late delivery may not be invoked against the service provider.
  3. The service provider is not authorised to pledge or encumber in any other way the goods subject to its retention of title.
  4. If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the service provider shall have the right of retention. The goods shall then not be delivered until the client has paid in full and in accordance with the agreement.
  5. In the event of liquidation, insolvency or suspension of payment of the client, the client's obligations shall become immediately due and payable.

Article 23 Intellectual property

  1. Unless the parties have agreed otherwise in writing, the service provider shall retain all intellectual absolute rights (including copyright, patent law, trademark law, drawings and models law, etc.) to all designs, drawings, writings, data or other information carriers, quotations, images, sketches, models, models, etc.
  2. The aforementioned intellectual absolute rights may not be copied, shown and/or made available to third parties or used in any other way without the written permission of the service provider.
  3. The Client undertakes to maintain the non-disclosure of the confidential information made available to it by the service provider. Confidential information is, in any case, understood to mean that to which this article relates, as well as the company data. The Client undertakes to impose a written confidentiality obligation on its personnel and/or third parties involved in the execution of this agreement, in accordance with the purport of this provision.

Article 24 Confidentiality

  1. Each of the parties shall keep secret the information that it receives (in whatever form) from the other party and all other information concerning the other party of which it knows or can reasonably suspect that it is secret or confidential, or information of which it can expect that its disclosure could harm the other party, and shall take all necessary measures to ensure that its personnel also keep the said information confidential.
  2. The obligation of confidentiality referred to in the first paragraph of this article does not apply to information:
    1. which, at the time the recipient received the information, was already public or has subsequently become public without any breach of confidentiality by the receiving Party;
    2. Which the receiving Party can prove is already in its possession at the time when it was supplied by the other Party;
    3. which the receiving Party has received from a third party and such third party was entitled to communicate such information to the receiving Party
    4. which is made public by the receiving Party pursuant to a legal duty.
  1. The obligation of confidentiality described in this article applies for the duration of this agreement and for a period of three years after its termination.

Article 25 Penalty for breach of duty of confidentiality

  1. If the client breaches the article of these general terms and conditions on confidentiality, the client will owe the service provider an immediately payable penalty of € 5,000 for each breach and an additional amount of € 500 for each day that the breach continues. This is regardless of whether the violation can be attributed to the client. Moreover, no prior notice of default or legal proceedings is required to forfeit this fine. There need also be no question of any form of damage.
  2. Forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of the service provider, including his right to claim damages in addition to the fine.

Article 26 Non-acquisition of personnel

  1. The Client shall not hire employees of the service provider (or of companies that the service provider has called upon to perform this agreement and that are (were) involved in the performance of the agreement). Nor does he allow them to work for him directly or indirectly in any other way. This prohibition applies during the term of the agreement until one year after its termination. There is one exception to this prohibition: the parties can make other agreements with each other in good business consultation. These agreements apply insofar as they have been recorded in writing.

Article 27 Settlement of disputes

  1. These general terms and conditions are governed by Dutch law.
  2. All disputes arising from these general terms and conditions shall be submitted exclusively to the competent court of the Amsterdam District Court.