Article 1. Definitions
1. In these terms and conditions the following terms are used in the following sense unless expressly stated otherwise or the context indicates otherwise:
a. Culture Your BRND: Culture Your BRND was established on Davelaarsgoed 70 in Putten, registered with the Chamber of Commerce under Chamber of Commerce number 80237878;
b. client: the legal entity or natural person acting in the exercise of his profession or business who enters into an agreement with Culture Your BRND or who wishes to enter into an agreement with Culture Your BRND;
c. agreement: the legal relationship between Culture Your BRND and the client, all in the broadest sense;
d. work: all work to be performed by Culture Your BRND for the client, all products and services provided by Culture Your BRND and/or third parties it engages for the client, including the creation and editing of professional videos, texts, advice, analyses, reports, offers, designs, online design presentations and the like, and all other work within the meaning of the Copyright Act that Culture Your BRND has produced and/or made available to the client in the context of the agreement;
e. internet user: the natural person who sends a message to the client via the client’s website, email, social media channel, or other platforms of the client and/or uses the said platforms;
f. website: a website and mobile application (app).
Article 2. General
1. These terms and conditions shall apply to all Culture Your BRND’s offers, to all agreements between Culture Your BRND and the client, and to all work that Culture Your BRND performs for the client.
2. Any deviations from these terms and conditions shall only be valid if expressly agreed in writing or by e-mail.
3. The applicability of any purchase or other terms and conditions of the client is expressly rejected.
4. If one or more of the provisions in these general terms and conditions are null and void or may be annulled, the other provisions of these general terms and conditions shall remain fully applicable.
5. If Culture Your BRND does not always require strict compliance with these terms and conditions, this shall not mean that these terms and conditions would not apply or that Culture Your BRND would lose the right to require strict compliance with these terms and conditions in future cases, whether similar or not.
6. The terms and conditions shall also apply to additional or amended orders from the client.
7. If these terms and conditions conflict or are incompatible with provisions in a specific agreement concluded between Culture Your BRND and the client, the provisions in that specific agreement shall prevail.
Article 3. Offers and tenders
1. All quotations, offers, and proposals of Culture Your BRND are without obligation.
2. The client guarantees the correctness and completeness of the requirements and specifications of the performance and other data on which Culture Your BRND bases its offer and quotation. If these data prove to be incorrect or incomplete, this may affect the price.
3. Culture Your BRND shall not be bound by an acceptance of the order that differs from the quotation.
4. A composite quotation shall not oblige Culture Your BRND to perform part of the order at a corresponding part of the quoted price.
5. Obvious errors or mistakes in publications, offers, e-mail messages, or on the Culture Your BRND website shall not bind Culture Your BRND.
6. Offers or quotations do not automatically apply to future assignments.
7. An order by the client that has not been preceded by a written offer requires written or e-mail acceptance by Culture Your BRND.
8. If no agreement is reached on the basis of the offer, the offer and all related documents must be returned immediately by the client to Culture Your BRND at his or her expense and risk at the first request of Culture Your BRND. The offers and related documents provided by Culture Your BRND to the client remain the property of Culture Your BRND and may not be used, reproduced, or published without Culture Your BRND’s consent.
Article 4. Conclusion and content of the agreement
1. The agreement comes into effect after the client has expressly agreed to Culture Your BRND’s offer via e-mail, or the client has signed the offer and returned it to Culture Your BRND, or after the Client has expressly agreed to Culture Your BRND’s offer in any other way.
2. After the agreement has been concluded, Culture Your BRND shall send the client an order confirmation by e-mail unless the agreement was concluded by means of a signed offer.
3. The work that Culture Your BRND will perform for the client is clearly defined in the offer and/or order confirmation. The client cannot claim additional work unless the parties have agreed to such addition in writing or by e-mail. Additional costs will be charged to the client for additional work.
Article 5. Performance of the agreement
1. Culture Your BRND shall take the utmost care with regard to the client’s interests when performing work.
2. The commitment is an obligation of effort and not an obligation of result. Culture Your BRND’s remuneration does not depend on the result unless explicitly agreed otherwise.
3. Culture Your BRND shall be entitled in the execution of the agreement, without notifying the client, to engage third parties, to purchase services from third parties, and to have the agreement performed in full or in part by third parties.
4. Culture Your BRND cannot guarantee that the performance of the work will lead to the result desired by the client, such as an increase in turnover, more new clients, more satisfied clients, gaining a better reputation, and/or greater brand awareness.
5. To perform the work Culture Your BRND may depend on the operation/availability of the client’s website or social media channels, websites managed by third parties. Culture Your BRND can never be held responsible for the operation/availability of these websites.
6. If the natural person acting on behalf of Culture Your BRND is unable to perform the agreed work due to illness or other circumstances, Culture Your BRND shall attempt to provide a replacement. If Culture Your BRND cannot provide a replacement in time, Culture Your BRND shall reschedule the work to another date.
Article 6 Amendment of the Agreement
1. If during the execution of the agreement it becomes apparent that for a proper execution it is necessary to amend or supplement it, Culture Your BRND and the client shall amend the agreement in good time and in mutual consultation.
2. If the agreement is amended, including a supplement, it shall be considered an additional order. A separate agreement on the fee for this additional order will be made in advance. Without a supplementary offer, the original conditions shall apply, with the additional services being paid for at the agreed rate.
3. Failure to execute or not immediately execute the amended agreement shall not constitute a default by Culture Your BRND and shall not be a ground for the client to terminate or dissolve the agreement.
4. Changes to the originally concluded agreement between Culture Your BRND and the client shall only be valid from the moment these changes have been accepted by both parties through an additional or amended agreement. This amendment shall be made by e-mail.
Article 7. Duration and termination
1. If the parties have entered into a continuing performance contract with each other, the term of the contract and, if the contract is automatically extended, the notice period shall be agreed upon with the client in writing or by e-mail.
2. The fixed-term agreement cannot be terminated prematurely unless the parties have agreed otherwise.
Article 8. Obligations of the client
1. The client shall ensure that all data that Culture Your BRND indicates are necessary or that the client should reasonably understand are necessary for the execution of the agreement are provided to Culture Your BRND in a timely manner.
2. The client shall grant Culture Your BRND all authorizations necessary to perform the work, such as access to the client’s social media accounts.
3. If Culture Your BRND responds to Internet user messages on behalf of the client, the client shall provide Culture Your BRND with an e-mail address of the client’s company.
4. The client guarantees the correctness, completeness, and reliability of the data it provides, even if they originate from third parties.
5. The data provided shall comply with the specifications prescribed by Culture Your BRND.
6. If Culture Your BRND writes texts, such as blogs or social media content, for the client for online publication, the client, as a content expert, has a duty to check the written texts for inaccuracies and carelessness prior to publication. Culture Your BRND cannot be held liable for online published texts containing content errors if these errors were perceptible to the client during the check, but were not detected by the client.
7. The client himself is responsible for the reproduction or publication of content provided by him for which the rights are held by third parties.
8. The client shall indemnify Culture Your BRND against any claims by third parties who suffer damage in connection with the execution of the agreement that is attributable to the client.
9. The client shall inform Culture Your BRND immediately of any facts and circumstances that may be relevant to the execution of the agreement.
Article 9. Change of billing address or relocation
If the client moves or changes its billing address, the client must inform Culture Your BRND of its new business address or billing address in writing or by e-mail as soon as possible in advance.
Article 10. Cancellation
1.Free cancellation of the agreement after signing the offer is only possible if the cancellation is communicated to Culture Your BRND more than 48 hours before the start of the assignment.
If the client cancels the agreement within 48 hours before the start of the order, Culture Your BRND shall be entitled to charge the client 50% of the amount due.
Cancellation of the agreement must be made via e-mail and explicitly confirmed by Culture Your BRND.
Article 11. Execution period and response time
1. A stated or agreed execution period or response time is never to be considered a deadline or time.
2. Culture Your BRND shall not be bound by any deadline or agreed response time that can no longer be met due to circumstances beyond its control, as described in article 18 of the general terms and conditions.
3. Exceeding a term of execution or response time shall never entitle the client to any damages or any other form of compensation unless parties have explicitly agreed otherwise.
Article 12. Prices and rates
1. The prices and rates stated are exclusive of VAT.
2. Culture Your BRND is entitled to adjust its rates from time to time. The client will be notified in advance of a rate change in writing or by email. The announced rate change shall not come into effect until after the current assignment has ended, or in the case of a long-term agreement, after the end of the agreed term.
Article 13. Invoicing and payment
1. All prices are in euros unless otherwise agreed with the client.
2. Invoicing takes place monthly in arrears, unless otherwise agreed, or in the event of down payments, whereby partial invoices will be used.
3. Culture Your BRND is entitled to charge travel and parking expenses. Travel expenses amount to 0.25 cents per kilometer.
4. Culture Your BRND is entitled to correct obvious mistakes in the quotation.
5. A fixed price will be agreed upon for work (or phase or part thereof). The client shall owe 50% when the work begins and the remaining amount when the work (or phase or part thereof) is completed. Down payments for work (or phase or part) are due as soon as Culture Your BRND notifies that the work will begin.
6. The client shall pay invoices received from Culture Your BRND within 10 days of the invoice date.
7. If the client fails to pay within the set payment period, the client shall be in default by operation of law. In that case, the client shall owe Culture Your BRND the statutory commercial interest, in accordance with Article 6:119a of the Civil Code, from the date the amount due becomes due until the time of payment. In addition, all costs of the collection after the client is in default, both judicial and extrajudicial, shall be borne by the client. The compensation for extrajudicial collection costs is set at a minimum of 15% of the principal sum owed with a minimum of € 100.
8. Payments made by the client shall first serve to pay interest and costs due and subsequently due and payable invoices that have been outstanding the longest, even if the client indicates a different order of allocation.
9. The client is not entitled to set off or suspend payment.
10. Culture Your BRND may retain items, data, and documents received or generated in the context of the agreement, despite an existing obligation to surrender them, until the client has paid all amounts due to Culture Your BRND.
11. In the event of the client’s liquidation, bankruptcy, attachment, or suspension of payments, the client shall immediately notify Culture Your BRND of the occurrence of the aforementioned events, and Culture Your BRND’s claims against the client shall be immediately due and payable.
12. Rights are always granted to the client under the condition that the client pays the agreed fees in full and on time.
Article 14. Intellectual property rights
1. The copyright and all other rights of intellectual property in respect of, both provisional and final versions of the work, belong to Culture Your BRND or its licensor.
2. To the extent necessary for use of the work, Culture Your BRND shall grant the client a revocable limited right of use of the intellectual property rights vested in the work. The right is limited to the publication of the work for the purpose for which the work was produced. The Client shall be permitted to make the limited right of use of the work available also to parties with which the Client cooperates closely, provided that the Client obliges such parties to observe the same restriction to which the Client is bound.
3. Culture Your BRND has the right to use all videos and content materials as portfolio material and for promotional purposes. If the client does not agree, please email Culture Your BRND.
4. If the client violates the intellectual property rights of Culture Your BRND or its licensor, Culture Your BRND shall be entitled to terminate the agreement with immediate effect, without the client being entitled to any form of compensation, and all damages suffered by Culture Your BRND, as a result, shall be charged to the client.
5. By giving an order for the publication or reproduction of items protected by the Copyright Act or any other legal regulation in the field of intellectual property, which have been made available by or on behalf of the client himself, the client declares that no legal regulations and/or protected rights of third parties are infringed and indemnifies Culture Your BRND for the claims of third parties in this regard and/or for the direct and indirect consequences, both financial and otherwise, arising from the publication or reproduction.
Article 15. Investigation into the existence of rights
The client is responsible for verifying that the materials that it makes available to Culture Your BRND for the execution of the agreement do not infringe the trademark rights, drawing or model protection, copyrights, portrait rights, or trade name rights of third parties.
Article 16. Suspension and dissolution
1. Culture Your BRND shall be entitled to suspend the fulfillment of its obligations or to dissolve the agreement by means of a written or electronic statement if:
a. the client does not fulfill or does not fully fulfill the (payment) obligations under the agreement; b. if the client has been granted suspension of payment
c. if the principal is in a state of bankruptcy;
d. a statutory debt restructuring scheme is declared applicable in respect of the principal;
e. the customer’s company is wound up or terminated other than for the purpose of a takeover or merger of companies.
2. Culture Your BRND shall also be authorized to dissolve the agreement or have it dissolved if circumstances arise of such a nature that fulfillment of the agreement is impossible or can no longer be required according to standards of reasonableness and fairness.
3. If the agreement is suspended or dissolved, Culture Your BRND’s claims against the client shall be immediately due and payable. If Culture Your BRND suspends or dissolves the fulfillment of its obligations on one of the grounds mentioned in article 16.1, it shall retain its claims under the law and the agreement as well as the right to claim damages.
Article 17. Liability and limitation
1. Culture Your BRND cannot be obliged to compensate any damage, which is a direct or indirect consequence of:
a. an event, which is in fact beyond its control and thus cannot be attributed to its acts and/or omissions, as described among others in article 18 of these general terms and conditions;
b. any act or omission of the principal, his employees, or other persons employed by or on behalf of the principal.
2. Culture Your BRND cannot be held liable for damage resulting from the policy of social media channels, websites, or search engines or from enforcement of this policy.
3. The client is responsible under all circumstances for the correctness and completeness of the data and documents provided by him. Culture Your BRND shall never be liable for any damage (partly) caused by the incorrectness and/or incompleteness of the data and documents provided by the client. The client shall indemnify Culture Your BRND against all claims in this regard.
4. If the client or a third party makes changes to the work delivered by Culture Your BRND, Culture Your BRND excludes all liability.
5. Culture Your BRND shall not be liable for damage caused by third parties in the performance of the work.
6. Culture Your BRND shall not be liable for damage of any nature or on any account whatsoever caused by (online) services, (social media) websites, or software of third parties.
7. Culture Your BRND shall not be liable for mutilation or loss of data resulting from the transmission of the data using telecommunication facilities.
8. Culture Your BRND cannot be held liable for the posting by a website visitor of a bad review about the client on one or more websites or for other actions done by a website visitor that damage or could damage the reputation of the client. Culture Your BRND can never be held liable for the acts and/or omissions of a website visitor.
9. Culture Your BRND can never be held liable for damage caused by hacker activities.
10. Any liability of Culture Your BRND for consequential damage is excluded. Consequential damage in this context shall in any case include: loss of profit, missed savings, loss of turnover, costs incurred to prevent or ascertain consequential damage, damage caused by delay, labor costs, reputation damage, and fines imposed.
11. Should Culture Your BRND be liable for any damage, Culture Your BRND’s liability shall be limited to the amount paid by Culture Your BRND’s insurer. If in any case the insurer does not pay out or the damage is not covered by the insurance, the liability shall be limited to a maximum of the invoice amount, or at least to that part of the agreement to which the liability relates. If the liability relates to a continuing performance agreement, the liability shall be limited to the amount that Culture Your BRND has charged the client during the agreement with a maximum of the total amount invoiced for half the agreed term of the agreement.
12. The limitations of liability for direct damage included in this article shall not apply if the damage is due to intent or deliberate recklessness on the part of Culture Your BRND.
13. Rights of action and other powers of the client for whatever reason towards Culture Your BRND shall in any case expire after one year from the moment the client became aware or could reasonably have become aware of the existence of these rights and powers.
Article 18. Force majeure
1. Force majeure on the part of Culture Your BRND shall exist, inter alia, if Culture Your BRND is prevented from fulfilling its obligations under the agreement or its preparation as a result of Internet failure, illness of Culture Your BRND itself or a third party, computer breach by third parties, failure of a system, website or software of Culture Your BRND or used by Culture Your BRND, power failure, failure of e-mail traffic, weather conditions, natural disasters, traffic disruption, strikes, theft, fire, government measures, and errors or changes in software, website or (online) services of third parties.
2. Force majeure shall also include a non-attributable failure of a third party engaged by Culture Your BRND.
3. Insofar as Culture Your BRND has already fulfilled part of its obligations from the agreement at the time the force majeure occurs or will be able to fulfill them and the fulfilled or to be fulfilled part has independent value, Culture Your BRND shall be entitled to invoice the fulfilled or to be fulfilled part separately.
Article 19. Complaints
1. Complaints about the work shall be reported by the client to Culture Your BRND in writing or by e-mail as soon as possible, but no later than 30 days after the performance of the work to which the complaint relates.
2. The client must give Culture Your BRND the opportunity to investigate the complaint. The fact that Culture Your BRND proceeds to investigate a complaint does not imply that Culture Your BRND acknowledges that the work performed is defective.
3. Complaints about the work and/or the invoice shall not suspend the client’s payment obligation.
4. If Culture Your BRND considers the client’s complaint justified, the client shall give Culture Your BRND the opportunity to still perform the work. In the event that the subsequent performance of the work is no longer possible or useful, Culture Your BRND shall only be liable within the limits of Article 17.
Article 20. Confidentiality
1. Both parties are obliged to keep confidential all confidential information they have obtained from each other or from other sources within the framework of their agreement and, if necessary, record this in a confidentiality agreement. Information shall be considered confidential if it has been communicated by the other party or if it arises from the nature of the information.
2. If, on the grounds of a statutory provision or a judicial decision, Culture Your BRND is obliged to disclose confidential information to third parties designated by the law or the competent court, and Culture Your BRND cannot in this case invoke a legal right to refuse to give evidence or a right recognized or permitted by the competent court, Culture Your BRND shall not be obliged to pay compensation or indemnification and the client shall not be entitled to dissolve the agreement on the grounds of any damage caused by this.
3. Culture Your BRND cannot guarantee that social media channels will keep confidential information or data of the client confidential.
Article 21. Applicable law and competent court
1. The legal relationship between the parties is governed by Dutch law.
2. All disputes regarding agreements between the client and Culture Your BRND shall be submitted to the competent court in the district where Culture Your BRND has its registered office.