Terms & Conditions

Terms and Conditions Lulu Storyboards (October 2020)

Agreement, quotation and confirmation

1.1

These general terms and conditions (hereinafter: General Terms and Conditions) apply to all quotations and the formation, content and performance of all agreements concluded between the client and the contractor (hereinafter: the designer). Deviations from these General Terms and Conditions can only be agreed in writing between the client and the designer.

1.2

Offers are without obligation and are valid for 2 months. Quotations can undergo changes due to an unforeseen change in the work. Prices are exclusive of VAT. Mentioned rates and offers do not automatically apply to future assignments. The client guarantees the correctness and completeness of the information provided by it or on its behalf to the designer on which the designer bases the quotation.

1.3

Assignments are confirmed in writing by the client. If the client fails to do so, but nevertheless agrees that the designer will start carrying out the assignment, then the content of the quotation will be deemed to have been agreed and these General Terms and Conditions will apply. Further verbal agreements and stipulations only bind the designer after they have been confirmed in writing by the designer.

The execution of the agreement

2.1 The designer makes every effort to carry out the assignment carefully and independently, to represent the interests of the client to the best of its knowledge and to strive for one useful result for the client, such as a reasonable and professional designer can and can be expected. If necessary, the designer keeps the client informed of the progress of the activities.

2.2 The client does everything that is reasonably necessary or desirable to timely and to enable correct delivery by the contractor, such as the timely delivery of complete, sound and clear data or materials, of which the designer indicates whether of which the client understands or should reasonably understand that this is necessary for the execution of the agreement.

2.3 A term specified by the designer for the execution of the assignment is indicative, unless otherwise agreed in writing.

2.4 Unless otherwise agreed, the designer's assignment does not include:

a. performing tests, applying for permits and assessing whether

instructions from the client comply with legal or quality standards;

b. conducting research into the existence of rights, including patent rights,

trademark rights, drawing or model rights, copyrights or portrait rights of third parties;

c. conducting research into the possibility of the under b. intended possible

forms of protection for the client.

2.5 Before proceeding with execution, production, reproduction or publication

the parties give each other the opportunity to develop the latest sketches or tests of the

check and approve the result.

2.6 Deviations in the (final) result compared to what has been agreed are none

reason for rejection, discount, compensation or dissolution of the agreement,

when these deviations, taking all circumstances into account, within reason

to be of secondary significance.

2.7 Complaints will be made as soon as possible, but in any case within ten working days after

completion of the assignment, communicated to the designer in writing, failing which

the client is deemed to have fully accepted the result of the assignment.

Engaging third parties

3.1 Unless otherwise agreed, assignments to third parties in the context of the execution of the assignment, provided by or on behalf of the client. At the request of the the client may, at the expense and risk of the client, if authorized action. The parties can agree on a further compensation for this arrangement.

3.2 If, at the request of the client, the designer makes an estimate for costs of third parties, this budget is an indication. If desired, the designer can act on behalf of the requesting the client for quotations.

3.3 When, in the performance of the assignment, the designer has made explicit agreement purchases goods or services from third parties at his own expense and risk, after which these goods or services are passed on to the client, then the provisions from the general terms and conditions of and / or separate agreements with the supplier with regard to the warranty and liability also towards the client.

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3.4 When the designer, whether or not in the name of the client, orders or instructions to production companies or other third parties, the client will at the request of the designer, the referred to in Article 2.5 of these General Terms and Conditions confirm approval in writing.

3.5 The client does not engage third parties without consultation with the designer when that of

can influence the execution of the assignment as agreed with the designer. Where appropriate, the parties will consult which other contractors will be engaged and which activities are assigned to them.

3.6 The designer is not liable for errors or defects in products or their services or third parties engaged on behalf of the client, regardless of whether these are provided by the designer have been introduced. The client must address these parties himself. The designer can provide assistance if required.

Intellectual Property Rights and Property Rights

4.1 All intellectual property rights arising from the assignment - including the patent right, trademark right, drawing - or design right and copyright - on the results from the assignment belong to the designer. Insofar as such a right can only be obtained by a deposit or registration, only the designer is authorized to do so, unless otherwise agreed.

4.2 The parties may agree that the rights referred to in the first paragraph in whole or partially transferred to the client. This transfer and any conditions under which the transfer takes place are always recorded in writing. Until the moment of transfer, a right of use is granted as regulated in article 5 of these General Terms and Conditions.

4.3 The designer has the right at all times to use his / her name on, at or in publicity around to have the result of the assignment - in the usual manner for that result - mention or remove. The client is not allowed without prior notice permission of the designer the result without stating the name of the publish or reproduce the designer.

4.4 Unless otherwise agreed, these remain within the scope of the assignment by the designer

(originals of the) results (such as designs, design sketches, concepts, advice, illustrations, photos, films, (audio -and video) presentations and other materials or (electronic) files, etc.) property of the designer, regardless of whether this is for the client or third parties made available.

4.5 After the completion of the assignment, neither the commissioner nor the designer have any obligations regarding storing or keeping materials or data, unless

otherwise agreed.

Use of the result

5.1

When the client fully complies with his obligations under the agreement with the designer, he obtains the right to use the result of the assignment in accordance with the agreed destination. Are there about the destination no agreements have been made, the right of use remains limited to that use for which the

assignment (apparently) has been given. The right to use is exclusive, unless due to the nature of the

agreement arises differently or otherwise agreed.

5.2

When the result also relates to works to which third-party rights to the parties will make additional agreements on how these works will be used regularly.

5.3

The Client is not entitled to the result of the to adapt, broaden or otherwise use or execute the assignment then agreed, or to have this done by third parties. The designer can do thisconsent to conditions, including the payment of fair compensation.

5.4

In case of not agreed broader or other use, also included alteration, mutilation or alteration of the provisional or final result, the designer is entitled to compensation for infringement of his / her rights of at least three times the agreed fee, or at least a fee that is reasonable and fairness is proportionate to the infringement committed, without otherwise having any other right to lose.

5.5

The client is not (any longer) permitted to use the results made available use and any right to use granted to the client within the framework of the assignment will lapse, unless the consequences thereof are contrary to reasonableness and fairness:

from the moment the client fulfills his (payment) obligations under the

does not fulfill the agreement or does not fully comply with the agreement or is otherwise in default;

if the assignment is terminated prematurely for reasons stated in article 8.1 of

these General Terms and Conditions;

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in case of bankruptcy of the client, unless the relevant rights

in accordance with Article 4.2 of these General Terms and Conditions to the client

have been transferred.

5.6

The designer has the freedom, taking into account the interests of the client to use the results for own publicity, procurement, promotion, including competitions and exhibitions and the like, and to loan them

when it comes to physical results.

Fee and costs

6.1

The designer is entitled to a fee for carrying out the assignment. This is possible consist of an hourly rate, a consultancy fee, a fixed amount, whether or not related to the project sum or from any other payment to be agreed between the parties.

6.2

In addition to the agreed fee, the costs incurred by the designer for the execution of the assignment, such as desk, travel and accommodation costs, costs for prints, copies, (printing) proofs, and costs of third parties for advice, production and supervision, etc., are eligible for reimbursement. These costs are specified in advance as much as possible, except when a surcharge percentage is agreed.

6.3

When the designer due to late or non-delivery of complete, proper and clear data / materials, due to an amended or incorrect assignment or briefing, then due to external circumstances it is necessary to perform more or other activities performed, these activities will be remunerated separately, based on the

customary fee rates applied by the designer. The designer will inform the client about this in advance, unless this is not possible due to circumstances or the nature of the work does not allow postponement.

6.4

When the execution of the assignment is delayed or interrupted due to circumstances that cannot be attributed to the designer, the client is obliged to reimburse any costs that this entails. The designer will try to limit the costs as much as possible.

Payment and Suspension

7.1

All payments must be made without deduction, settlement or suspension, within 30 days of the invoice date, unless otherwise agreed in writing or the invoice states otherwise.

7.2

All goods delivered to the client remain the property of the designer until all amounts that the client owes the designer on the basis of the agreement concluded between the parties have been paid in full to the designer.

7.3

When the client is in default with the full or partial paymenting of the amounts due, the client is statutory interest and extrajudicial collection costs, which are at least 10% of the invoice amount with a minimum

of ⇧ 150.00 excl. VAT.

7.4

The designer ensures timely invoicing. In consultation with the client, the designer may charge the agreed fee and costs as an advance, in the interim or periodically.

7.5

The designer may suspend the execution of the assignment after the payment term has expired and the client still fails to pay within 14 days after being reminded in writing, or if the designer must understand that payment is not made due to a communication or action by the client. will stay.

Cancellation and dissolution of the agreement

8.1

When the client cancels the agreement without being culpable failure by the designer, or when the designer terminates the agreement due to an attributable shortcoming in the performance of the agreement by the client, then the client, in addition to the fee and costs incurred with pay compensation with regard to the work performed up to that point. Behavior of the client on the basis of which the designer is not reasonably more can be expected that the assignment is completed, in this context

considered culpable shortcoming.

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8.2

The compensation referred to in the previous paragraph includes at least the costs arising from

the contract entered into by the designer in his own name for the fulfillment of the assignment

commitments with third parties, as well as at least 30% of the remaining part of the fee that the client would owe upon complete fulfillment of the assignment to be.

Warranties and Indemnities

9.1

The designer guarantees that the delivered goods have been designed by or on behalf of him / her and that, when copyright rests on the result, he / she is considered the creator within the meaning of the

Copyright law and as owner of the copyright can dispose of the work. Designer guarantees that the result of the assignment at the time of its realization, insofar as he / she knows or should reasonably know, does not infringe the rights of third parties or otherwise unlawful.

9.2

When the client uses the results of the assignment, the client indemnifies the designer or third parties engaged by the designer in the assignment against all claims from third parties arising from the applications or the use of the result of the assignment. This does not affect the liability of the designer towards the client for non-compliance with the guarantees as referred to in the previous paragraph and other liability as referred to in article 10 of this Terms and Conditions.

9.3

The client indemnifies the designer against claims regarding rights of intellectual property on all materials and / or data provided by the client, used in the performance of the contract.

Liability

10.1

In the event of an attributable shortcoming, the Designer must first be given written notice of default, with a reasonable period in which to still fulfill his / her obligations, or to repair any errors or to limit or eliminate damage.

10.2

The designer is only liable to the client for direct damage attributable to the designer. The designer is not liable for indirect damage, including consequential damage, lost profit, lost savings, mutilated or lost data or materials, or damage due to business interruption.

10.3

Except in the case of intent or deliberate recklessness on the part of the designer, the liability of the designer is limited to the designer's fee for the assignment, at least that part of the assignment to which the liability relates. This amount does not exceed ⇧75,000.00 and in any case limited at all times to a maximum of the amount that the insurer pays out to the designer in the case. The amount for which the designer is liable in the relevant case is reduced by any sums insured by the client.

10.4

Any liability expires after two years from the moment the assignment is terminated by completion, cancellation or dissolution.

Other provisions

11.1

If the client wishes to give the same assignment to others than the designer at the same time or has already given the assignment to someone else, he will inform the contractor, stating the names of these others.

11.2

The client is not permitted to transfer any right from an agreement concluded with the designer to third parties, other than in case of transfer of his entire company or with the written consent of the designer.

11.3

The parties are obliged to maintain confidentiality of all confidential information, facts and circumstances that come to the knowledge of the other party in the context of the assignment, from each other or from another source, of which it can reasonably be understood that disclosure or communication to third parties is whether the client could cause damage. Third parties involved in the performance of the assignment will be bound by the same confidential treatment with regard to these facts and circumstances originating from the other party.

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11.4

If any provision of these General Terms and Conditions is null and void or destroyed, will

the other provisions of these General Terms and Conditions remain in full force.

In that case, the parties will enter into consultation with the aim of replacing new provisions

of the void or voided provisions to be agreed, with the aim as far as possible

and the purport of the invalid or nullified provisions is observed.

11.5

The headings in these General Terms and Conditions are only for readability

promote and are not part of these General Terms and Conditions.

11.6

Dutch law applies to the agreement between the designer and client. In the first instance, the parties will try to resolve a dispute that has arisen in mutual consultation. Unless the parties have expressly agreed to arbitration in writing, the court with jurisdiction according to the law, or the court in the district where the designer is established, will take cognizance of disputes between the designer and the client at the choice of the designer.

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