Terms & Conditions

Definitions

Contractor

Refers to Jorik Elferink, based on Zaandammerplein 154C, 1013ZE Amsterdam, The Netherlands,

Client

A recipient of the Contractor’s Services.

Estimate

Refers to the quotation as provided by Contractor

Part 1          The Relationship

1a  By entering in any kind of written agreement with Contractor, Client accepts and agrees to be bound by the terms and conditions of this agreement.

1 b Contractor undertakes to provide and Client agrees to engage the Services and at the cost identified in the Estimate agreed upon and made a part of this engagement and subject to these standard terms of business.

1c Estimates for additional services whether related to the Project or not will, unless otherwise directed by Contractor in writing, be provided subject automatically to these standard terms of business.

1d Any services requested by Client and identified in a separate Estimate will also be provided on these standard terms of business.

Part 2          The Design Process

2a          Client agrees to provide a list of stakeholders. Contractor will only accept feedback from agreed stakeholders. Contractor will only accept alterations or additions to the Project Scope from agreed stakeholders. Additions / alterations must be agreed in writing and will be provided under a separate Project Scope/Estimate.

2b          The Project commences upon receipt of written acceptance of the terms of this document, and accompanying payment of a commencement invoice, if applicable.

2c          Client agrees to provide collated feedback at each stage of review no later than 48 hours after receipt, unless otherwise specified. Longer periods of review are negotiable at the outset of the Stage, but are non negotiable once agreed. Any violation of agreed feedback timetables results in subsequent agreed deadlines being pushed back on a day for day basis.

2d Contractor undertakes to provide 2 comprehensive rounds of amendments as part of the Project. Further amendments will be charged at Contractor’s standard hourly rate of €125/hr.

2e Client declares proper ownership of any materials it provides as collateral to the Project (imagery, copy, fonts etc).

2f Client acknowledges that failure to adhere to the agreed timetable for the performance of the Services may have significant effects on both the quality and timely delivery of the Services performed under this Agreement. Contractor cannot be held responsible for any defects in the quality of the Services if Client either fails to adhere to a previously agreed deadline or requests a deadline be brought forward to a date that Contractor advises is inappropriate. Contractor confirms that it will clearly explain the implications of all timetable changes to Client and will endeavour to show all reasonable flexibility in complying with Client requests for timetable changes.

Part 3          Confidentiality

3a          Contractor acknowledges its duty not to disclose without Client’s permission during or after its appointment any confidential information relating to Client’s business or the business of any of the Client’s subsidiaries or customers which comes into the possession of Contractor (and its officers, agents and representatives) as a result of this agreement. Contractor accepts no duty to disclose to Client any matter which comes to its notice in the course of carrying on any other business or in connection with the provision of Services to other Clients.

Part 4          Payment Schedule

4a          Payment is due upon receipt of commencement invoices, and upon completion of each stage within 30 days of each invoice rendered during the course of the Services. Any other costs shall be paid within 30 days of the date of invoice. All costs are provided exclusive of VAT. Overdue accounts are subject to a discretionary 10% compound interest charge per 14 days. 

Part 5          Intellectual Property (IP) on Design and Source Files

5a          Copyright and any other intellectual property rights in any design work (Designs) created by Contractor under this Agreement shall remain the property of Contractor at all times. On full payment of the account, Client is granted an exclusive, royalty free, perpetual, non-transferable licence to use the Designs for the purpose for which they were created under this Agreement. Client must not use these Designs for any other purpose without Contractor’s prior written consent and the payment of a separate fee to be agreed at the time of any request.

Part 6          Third party Costs & Expenses

6a          In addition to the Project Costs, Client agrees to reimburse third party costs and expenses incurred by Contractor in performing Services for Client, not limited to but including standard class air and rail travel, car mileage at current AA/RAC rates for the car in question, courier deliveries, rentals of equipment and software licences.

6b          Client agrees to pay these third party costs and expenses within 14 days of the date of the invoice.

Part 7          Project Discontinuation

7a          In the event that Client determines to discontinue the Project before completion of all agreed Services, for any reason, Client agrees to pay a settlement invoice covering all design work undertaken prior to discontinuation, any outstanding third party costs and expenses, and a Kill Fee of 25% of the agreed Project Costs.

7b Settlement invoices are due within 14 days of the date of the invoice.

Part 8 Approval (Print)

8a Contractor will undertake all reasonable measures to ensure that Client is provided with proofs prior to printing. Client accepts responsibility for checking the proofs and approving all text, images and graphics by signing each sheet of the relevant proof.

8b          If there is insufficient time, for whatever reason, for a proof to be delivered to Client and the signed sheet returned to Contractor, then Client, or its representative will be required, regardless of the time of day or night, to approve the relevant proofs at the printers before printing can commence.

8c          Proofs which remain unapproved by Client will not be sent to print without written authorisation to do so by Client or its representative. In these circumstances, Contractor shall bear no liability whatsoever for any failure to meet any legal or other deadline for the posting of the printed material, or any errors contained within the printed material.

Part 9          Liabilities

9a          Neither Contractor nor Client shall be liable for any delay or failure to perform any of the obligations under this Agreement if the delay or failure results from events or circumstances beyond reasonable control, including but not limited to strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services. Either party shall be entitled to a reasonable extension of its obligations upon notifying the other of the nature and extent of such events. If Contractor is negligent in respect of any aspect of the Services whatsoever, Contractor’s liability shall be limited to the damage suffered by Client (excluding consequential loss), in an amount not exceeding the Fee payable to Contractor for the provision of the Services.

Part 10          Indemnity

10a          Client shall indemnify and keep indemnified Contractor (and its officers, agents and representatives) from and against any and all proceedings, claims, damages, losses, expenses or liabilities (including but not by way of limitation legal costs and any amounts paid by Contractor in settlement or compromise of any such claims or proceedings) which Contractor (or such persons) may incur or sustain as a direct or indirect result of or in connection with the performance of services for Client (including but not limited to any proceedings or any actions brought against Contractor (or such persons) for defamation). Contractor reserves the right to approve material prior to publication but exercise or otherwise by Contractor of such approval right shall in no way limit or avoid Client’s obligation to indemnify Contractor as outlined above.

Part 11          Entire Agreement

11a          This Agreement constitutes the entire agreement between Contractor and Client and supersedes all prior agreements, understandings and negotiations. This Agreement may not be changed or modified in any way except by written agreement signed by Contractor and Client.

Part 12 Governance

12a This engagement shall be governed by the laws of The Netherlands and the Dutch court shall have exclusive jurisdiction.