Terms and Conditions

Terms and conditions Rebels Marketing Communicatie PR
October 2016

Article 1. Definitions
In these Terms the capitalised expressions shall have the meaning as defined below.
1. Contractor: the general partnership Rebels Marketing Communicatie PR (Chamber of Commerce Amsterdam, The Netherlands 67117066)
2. Client: the person giving the Assignment for the provision of services as described in the Agreement.
3. Assignment: the request from the Client to the Contractor for the provision of services as described in the Agreement.
4. Agreement: the terms of engagement signed by the Client and the Contractor in relation to the Assignment given by the Client to the Contractor, including these Terms and Conditions together with any schedule and any subsequent amendments or modifications agreed between the Client and the Contractor.
5. IP rights: all trademarks, licences, logo, trade names, designs, patents, copyrights and any other intellectual property rights, whether registered or unregistered and including applications for the granting of such rights that a person may have anywhere in the world.
6. Receiving Party: a person receiving Confidential Information.
7. Disclosing Party: a person disclosing Confidential Information.
8. Fee: the remuneration for the Assignment for which the Client is liable to the Contractor.
9. Confidential Information: any information, data, documents and any other material of any kind and form, whether written or unwritten, in relation to a party and the company where he/she practices, including the existence and contents of this Agreement, technical, financial and business information, names of existing and potential clients, partners, suppliers, envisaged transactions, reports, plans, computer programmes, computer data, designs, models, know-how, trade secrets and other information, regardless of whether such information is clearly marked or identified as “confidential” or “secret”. Confidential Information does not include information that: (i) is already in the public domain or is publicly available without the Receiving Party or any third party breaching their duty of confidentiality; (ii) was lawfully obtained by the Receiving Party prior to the disclosure by the Disclosing Party, as evidenced in the books and records of the Receiving Party; or (iii) independently obtained by the Receiving Party from a third party not bound by any obligation of confidentiality in relation to that information.

Article 2. Applicability of the terms and conditions
1. These Terms and Conditions shall apply to all offers, quotes and Assignments and form part of all Agreements between the Client and the Contractor and shall apply to all related (legal) acts between the Client and the Contractor.

2. The Contractor expressly rejects the application of any general or specific terms or conditions of the Client.

3. Amendments and / or supplements to these Terms and Conditions are only valid if expressly agreed in writing.

4. The Contractor shall have the right to modify, amend or delete parts of it its terms and conditions unilaterally and without prior notice. Modifications shall be notified to the Client in writing. They shall enter into force one week after notification. If the Client does not wish to accept the changes, the Client has the right to terminate the contract within one week of notification. The termination notice must be made in writing. After the expiry of the abovementioned period the Client shall be deemed to have agreed to the amended Terms and Conditions.

Article 3. Offers and quotes
1. All offers and quotes of the Contractor are entirely free of obligations and shall only apply on the invitation to provide an Assignment. The Contractor shall confirm each accepted Assignment in writing to the Client in the Agreement.
2. All offers and quotes of the Contractor are valid for a period of 14 (fourteen) days, unless agreed otherwise in writing. Afterwards the offer or quote will expire.

Article 4. Performance of the Agreement

1. The Contractor shall complete the Assignment to the best of its knowledge and ability in accordance with the provisions of the Agreement.

2. If and insofar as necessary for the proper execution of the Assignment, the Client has the right to have certain work executed by third parties.

3. The Agreement is the complete reflection of what has been agreed between the Client and the Contractor and replaces all prior oral and/or written agreements or other arrangements.

4. If an Assignment is completed at a Client location, the Contractor shall then comply with the rules of the (local) procedures and guidelines applicable to the Client, provided that these have been notified to the Contractor beforehand.

5. Any changes to the Agreement both by the Client or the Contractor must be promptly notified in writing to each other and then both the Contractor and the Client are to accept it in writing and signed by authorised representatives of the Client and the Contractor.

Article 5. Fee and payment
1. To carry out the Assignment the Fee is payable by the Client to the Contractor as per the Agreement.

2. Where the completion of the Assignment as been agreed against a fixed price, the Client shall inform the Contractor in writing about the financial consequences of additional work or performance.

3. The Contractor will issue the invoices by the 15th of each calendar month, unless otherwise agreed in writing.

4. Payment of the amount invoiced by the Contractor shall be made without any deduction or set-off, within 14 (fourteen) days after the date of the invoice, unless otherwise agreed in writing.

5. In the event of any late payment, an interest rate of 1% shall apply to the amount due per month, whereby any month that has started will count as a whole month. Furthermore, all costs, both legal and extrajudicial, which shall be incurred by the Contractor for the collection of any amounts wrongly on behalf of the Client. The extrajudicial collection costs shall be deemed to have been agreed by the parties at 15% of the total unpaid amount.

6. The Contractor is entitled to suspend any work for the Client until full payment of the amount due is received.

Article 6. Claims
1. The Client is bound to notify the Contractor in writing of any claims in relation to the work of the Contractor and/or invoiced within 14 (fourteen) days of the invoice date.

2. The Client is not authorised to suspend any payment obligation on account of claims referred to in the first paragraph.

3. If and insofar as the Contractor considers that the Client is entitled to its claims, the Contractor has the discretion to either adjust the invoiced amount or improve the relevant work or perform it again at its own costs.

4. If the Client has not complained within the prescribed period, all rights and claims for any reason whatsoever, in respect of what could have been claimed within that period could shall expire.

Article 7. Duration and termination
1. The Agreement is entered into for the duration set out in the Agreement. During the contract duration, early termination is not possible, unless otherwise agreed in writing. In such event the Contractor reserves the right to charge the Client a reasonable fee which is to be determined.
2. The Agreement shall be terminated in writing at least 1 month prior to the end date. If the Agreement is not terminated, then, at the expiry of the term of the Agreement, it shall be automatically renewed for the same period subject to the same terms and under the same conditions. In the event of a tacit renewal of the Agreement, early termination is possible with a notice period of three months. Notices must always be made in writing.
3. Both the Contractor and the Client are entitled to dissolve the Agreement with immediate effect by written notice if the other party fails to perform any of its obligations under the Agreement and such failure is not cured within a period of 30 (thirty) days after the notice was made, provided that the failure is such that the severity justifies termination.
4. Both the Contractor and the Client have the right to dissolve the Agreement with immediate effect by written dissolution notice:
– in the event of bankruptcy or moratorium of the other party or if a decision is taken to liquidate or dissolve the company or enterprise;
– if the other party offers payment arrangements to its creditors;
– if the other party ceases its business.

5. Both the Contractor and the Client have the right to dissolve the Agreement if the other party behaves in such a way, or if there is a change in circumstances such that the terminating party can no longer reasonably be expected to be bound by the contract.

6. In the event of termination or dissolution of the Agreement, the Contractor shall on first request of the Client (i) return to the Client all data containing Confidential Information, or at the choice of the Client, destroy such data and (ii) remove all Confidential Information that is stored on the computers or in the files of the Contractor, with the exception that Contractor is entitled to keep a single copy in connection with storage and obligations as any evidence. Confidential Information dossiers van Contractor with the exception that the Contractor is entitled to keep one copy in connection with storage and obligations as potential evidence.

7. The termination or cancellation of the Agreement does not relieve Client of its obligation to pay the Fee for work or to be performed until the effective date of the termination or cancellation. The seventh paragraph does not apply as long as Client has not fulfilled this obligation.

8. In the event of termination or cancellation of the Agreement, the obligations to remain by virtue of their nature shall extend beyond termination, including, but not limited to, Article 8 (confidentiality), Article 9 (IP rights), 10 (liability), Article 12 (non-hire) and Article 13 (disputes and applicable law).

Article 8. Confidentiality
1. Both the Client and the Contractor shall observe strict confidentiality during the term of the Agreement and after that time regarding the Confidential Information obtained during the execution of the Agreement. The Parties undertake to one another to take reasonable measures required of them to ensure confidentiality with respect to the Confidential Information of the other party
2. Subject to the prior written consent of the other party, a party may not disclose Confidential Information to third parties and to its staff only to the extent necessary for the execution of the Agreement.
3. Both the Client and the Contractor shall their staff and external consultants undertake to comply with these confidentiality provisions.

Article 9. IP rights and publicity
1. The ownership of ideas, concepts, (draft) designs, consulting, advice, documents, reports and other developed results by the Contractor, in application of the Agreement remain entirely with the Contractor, unless otherwise agreed in writing. In the latter case the Contractor may charge a fee for it.
2. In the event of a breach of said property the Contractor is entitled to charge a reasonable rectification fee to be determined.
3. The Client is not permitted to use the property mentioned in the first paragraph for the benefit of any third party or make it available otherwise. This obligation shall continue to exist after the termination of the Agreement.
4. Both the Client and the Contractor will only use each other’s name in a positive context and respecting each other’s IP Rights and will not damage in any way each other’s name, image or reputation.

Article 10. Liability
1. A party failing to comply with one or more of its obligation(s) of the Agreement is liable to the other party for direct damages resulting therefrom, subject to the provisions of this Article.
2. The Assignment is considered as an obligation on the part of Contractor. The Client is solely responsible for the decisions they make based on advice provided by the Contractor.
3. The liability of a Party under the Agreement, whether it is based on contractual liability or on a tort, shall be limited to an amount of €10,000. The limitation referred to in this Article shall not apply to any damages suffered by a Party intended by the other Party or resulting from gross negligence.
4. Liability for indirect or consequential damages, such as loss of revenue or profits, savings or reputational damage is excluded.
5. Both the Contractor and the Client will maintain adequate liability insurance in order to cover their liability under the Agreement.

Article 11. Force Majeure
1. The Parties shall not be liable to the other party for any breach of the Agreement if such breach is due to force majeure. If a Party is invoking force majeure it shall inform the other Party immediately of any details that prevented it from fulfilling its obligations under the Agreement. The Parties shall consult each other regarding the measures to be taken to mitigate the effects of the force majeure as much as possible and to safeguard the implementation of the Agreement as much as possible.
2. If a force majeure situation in respect of a party has lasted more than 30 days, the other party has the right to terminate the agreement with immediate effect.

Article 12. Non-hire
1. Both the Client and the Contractor shall not offer work or otherwise provide a function within their respective business to each other’s staff or employees during the term of the Agreement and for a period of one year following termination thereof.
2. If the Client acts in contradiction with this article, then a penalty of €15,000.00 shall immediately become payable by the Client and shall not be subject to judicial mitigation, without prejudice to the right of the Contractor to full compensation.

Article 13. Disputes and applicable law
1. The Agreement shall be governed exclusively by the laws of the Netherlands.
2. All disputes arising in relation to the Agreement that the parties cannot resolve in a friendly manner shall be subject to the jurisdiction of the Amsterdam courts, unless otherwise required by law.

Versie april 2015, deposit at the Kamer van Koophandel Amsterdam