Terms and Conditions

Our address is Catherina van Renneslaan 10, 1217 CX Hilversum, and Studio Maaseik, Koningin Astridlaan 107, 3680 Maaseik, Belgium. If you have any questions, you can contact us via info@eurocue.nl or call 0031 (0) 614.000.931
EuroCue reserves the right to amend these terms and conditions. You agree that the latest version of these terms and conditions will always apply to the assignment. Parties can only formalize any deviations in writing.

EuroCue’s Terms and Conditions

Contents: Article 1 General
Article 2 Formation of assignment
Article 3 Quotes and offers
Article 4 Price
Article 5 Payment and collection costs
Article 6 Execution term
Article 7 Third parties
Article 8 Execution of assignment and access to the service
Article 9 Change of assignment
Article 10 Suspension, dissolution
Article 11 Interim termination
Article 12 Force majeure
Article 13 Cancellation conditions
Article 14 Retention of title
Article 15 Inspection
Article 16 Complaints
Article 17 Liability
Article 18 Statute of limitations
Article 19 Indemnification
Article 20 Intellectual property rights
Article 21 Confidentiality
Article 22 Data management
Article 23 Nullity
Article 24 Conflicting clauses
Article 25 Applicable law
Article 26 Competent court

Article 1 General
These terms and conditions apply to every legal act, offer, quote, and assignment between the contractor (EuroCue) and you (Client).
Definitions
In these terms and conditions, the following terms have the following meanings, regardless of whether they are in singular or plural form, or used in any combination: 1.1 Account: A Client account as accessed through the EuroCue.nl website or affiliated websites.
1.2 EuroCue is registered at Catherina van Renneslaan 10, 1217 CX Hilversum and listed in the Chamber of Commerce under number: 32108798.
1.3 Content: All information, including data, documents, and materials, that Client and Users provide or exchange through the Portal, including but not limited to media files and Personal Data.
1.4 Service(s): The specific service agreed upon by the contractor and Client, described in the Quote or Agreement(s), consisting of providing the Portal remotely.
1.5 User: A natural or legal person authorized by the Client to use the Service.
1.6 IP rights: All intellectual property rights and related rights, such as copyrights, trademark rights, patent rights, model rights, trade name rights, database rights, and neighboring rights, as well as know-how rights.
1.7 Quote: An offer from the contractor by mail or post to provide a Service or Services. The offer includes a description of what is included in the Service and the compensation due from the Client if accepted.
1.8 Agreement: The agreements between the contractor and Client resulting from the Quote(s), under which the Service is provided, and which these terms and conditions form part of.
1.9 Party/Parties: Client and contractor individually or collectively.
1.10 Personal Data: Data that can be traced directly or indirectly to a person.
1.11 Portal: The internet application provided by the contractor for digital asset management, where Client and Users can provide or exchange Content.
1.12 Written: In addition to written documents, “Written” also includes email, communication via the Account, and communication by fax, provided the integrity of the message and the recipient’s identity are clear.
1.13 SLA: A Service Level Agreement agreed upon between Client and contractor, detailing specific service levels.
1.14 Website: The contractor’s website www.opdrachtnemer.nl and its underlying pages.

Article 2 Formation of assignment
2.1 Agreements between contractor and Client are only established when the Client agrees to a Quote, Agreement, or other offer from the contractor.
2.2 Agreements are established for the duration described in the Agreement, corresponding Quote, or other offer from the contractor. If no duration is specified, the Agreement is entered into for an indefinite period unless otherwise implied by the nature of the Agreement.
2.3 Unless otherwise agreed, fixed-term Agreements are automatically renewed for 12 calendar months unless one Party terminates the Agreement in Writing at least three calendar months before the end of the Agreement.
2.4 An Agreement can only be amended in Writing with the consent of both Parties.
2.5 Each Party is entitled to terminate the Agreement immediately, without notice, if:
– The other Party is declared bankrupt;
– The other Party has been granted suspension of payments;
– One of the Parties is dissolved or liquidated.
2.6 If the Client fails to meet any obligation under the Agreement or these terms and conditions, the contractor has the right to suspend or dissolve all Agreements with that Client without notice and is entitled to compensation for damages, lost profits, and interest.
2.7 In case of conflicting provisions in the documents below, the following order applies:
The SLA (if separately agreed);
The Agreement;
These terms and conditions.

Article 3 Quotes and offers
3.1 Quotes may be sent to the Client by email, and the Client may approve the contractor’s Quotes via email.
3.2 Quotes or other offers from the contractor are non-binding and valid for up to 30 days after the date stated on the Quote. Other offers remain valid for 30 days after the offer’s date.
3.3 In deviation from Article 6:225 paragraph 2 of the Dutch Civil Code, the contractor is not bound by a potential Client’s acceptance of a modified offer.
3.4 Any delivery times or other deadlines provided by the contractor are indicative. Exceeding such deadlines does not entitle a (potential) Client to compensation or cancellation.
3.5 Any prices stated by the contractor are exclusive of VAT and other government levies unless otherwise stated.
3.6 The contractor cannot be held to a Quote if the Client can reasonably understand that part of the Quote contains a manifest error or typo.

Article 4 Price
4.1 The contractor may increase the price if unforeseen, cost-increasing circumstances occur after the formation of the assignment, after consultation and approval by the contractor.
4.2 The price is exclusive of any additional costs incurred by the contractor and exclusive of VAT and other government charges.
4.3 Surcharges of 50% apply for work on official holidays in 2021: New Year’s Day (January 1), Easter (April 4 and 5), King’s Day (April 27), Liberation Day (May 5), Ascension Day (May 13), Pentecost (May 23), Sinterklaas Eve after 4:00 PM (December 5), Christmas Eve from 4:00 PM (December 24), 1st Christmas Day (December 25), 2nd Christmas Day (December 26), and New Year’s Eve after 4:00 PM (December 31). For productions between 12:00 AM and 7:00 AM, a 25% surcharge applies.

Article 5 Payment and collection costs
5.1 The contractor applies a payment term of 14 days from the invoice date. For assignments exceeding €2000 excluding VAT, a 50% deposit is required, and work will commence after receipt of the payment, unless otherwise agreed.
5.2 If the Client fails to pay the invoice on time, they are in default by operation of law. The Client is then liable for the statutory interest or the statutory commercial interest. Interest on the payable amount is calculated from the invoice date plus 14 days until the date of full payment.
5.3 The contractor’s full claim on the Client becomes immediately due if:
• The Client exceeds a payment term;
• The Client is declared bankrupt or granted a suspension of payment;
• The Client (company) is dissolved or liquidated;
• The Client (individual) is placed under guardianship or passes away.
If the Client does not pay on time, they are immediately in default. The Client is then liable for all extrajudicial collection costs incurred by the contractor. For collection costs, we follow the WIK: Debt Collection Costs Act.

Article 6 Execution term
6.1 If the Client owes an advance payment or must provide information or materials, the term within which the contractor must complete the work (the execution term) will not commence until payment, information, or materials are received by the contractor.
6.2 If a term is agreed upon or specified for the execution of the assignment, this is never a final deadline. In the event of a delay, the Client must always give the contractor written notice of default by registered mail.
6.3 The Client may not dissolve the assignment due to delays by the contractor, unless performance becomes permanently impossible, or the contractor fails to complete the assignment within a revised, written deadline.

Article 7 Third parties
The contractor is entitled to have work (partially) performed by third parties. Articles 7:404 BW (execution by a specific person), Article 7:407 paragraph 2 (joint liability), and 7:409 BW (death of a specific person) do not apply.

Article 8 Execution of assignment
8.1 The contractor will carry out the assignment to the best of its knowledge and ability, and in accordance with the requirements of good craftsmanship.
8.2 The contractor may carry out the assignment in stages and may invoice the completed parts separately.
8.3 If the assignment is carried out in stages, the contractor may suspend the execution of parts of the following stage until the Client has approved the results of the previous stage in writing.
8.4 The Client must ensure that all information or materials required for the execution of the assignment are provided to the contractor on time.
8.5 If the Client does not provide the necessary information or materials on time, the contractor may suspend the execution of the assignment and invoice any additional costs resulting from the delay. The contractor is not liable for damage resulting from reliance on incorrect or incomplete data provided by the Client.

Access to the Service
8.6 The contractor will provide the Client with access to the Portal as soon as possible after the Agreement comes into effect, depending on the authentication method chosen by the Client. Users can use the Service through an Account.
8.7 The contractor, Client, and Users are required to keep all user codes and passwords confidential.
8.8 The contractor is not liable for misuse or loss of user codes or passwords and may assume that Users logging in with a user code and password have the Client’s authorization. If the Client knows or suspects that user codes or passwords are known to unauthorized persons, the Client must notify the contractor immediately. The Client indemnifies the contractor for all damage and costs arising from and/or related to third parties using the Service.
8.9 The contractor offers, if agreed upon, the option to store content on a server environment. The contractor cannot be held liable for changes made to the content after it has been posted.
8.10 If equipment is left on-site, the Client is responsible for its security and is liable for any damage or theft.

Article 9 Change of assignment
9.1 If it becomes apparent during the execution of the assignment that it is necessary to change or supplement the content of the assignment for proper execution, the parties will mutually agree to do so in writing.
9.2 The contractor may increase or decrease the agreed price. The contractor will provide a written estimate of the price change in advance. Changes to the assignment may also affect the stated execution deadline. The Client accepts the possibility of changes to the assignment, price, and execution deadline.
9.3 The contractor may refuse a Client’s request to change the assignment if it could negatively affect the quality or quantity of the contractor’s work.
9.4 Changes in quantities or work volume may lead to adjustments in rates or the quote or the application of a surcharge.
9.5 A decrease of more than 5% in quantities/work volume from an approved quote (booking) will be handled according to the cancellation conditions (see Article 13). The lost quantity (for which space and crew were booked) will be charged according to the cancellation conditions.

Article 10 Suspension, Dissolution
10.1 The contractor may suspend the assignment if, due to circumstances beyond its control (or of which it was unaware), it is temporarily unable to fulfill its obligations.
10.2 If performance becomes permanently impossible, both parties may dissolve the assignment for the part that has not yet been performed.
10.3 The contractor may suspend or dissolve the assignment if the Client fails to fulfill their obligations, whether fully or on time. In such cases, the Client must compensate or indemnify the contractor.

10.4 Cancellation: Assignments canceled before 4:00 PM on the day prior will be charged at 70%, provided they are canceled no more than 24 hours in advance. After 4:00 PM on the day before the assignment, the full amount will be charged, based on the times provided.

Article 11 Interim Termination
11.1 If the contractor terminates the assignment prematurely, it will ensure the transfer of any remaining work to third parties unless the termination is attributable to the Client. If the transfer incurs additional costs for the contractor, these costs will be borne by the Client.
11.2 The contractor may terminate the assignment immediately (and is not liable for damages or compensation) in the following cases:
• The Client exceeds a payment deadline;
• The Client is declared bankrupt or granted suspension of payments;
• The Client (company) is dissolved or liquidated;
• The Client (individual) is placed under guardianship or passes away;
• Another circumstance occurs where the Client can no longer freely dispose of their assets.

Article 12 Force Majeure
12.1 The contractor is not required to fulfill its obligations in the event of force majeure.
12.2 During the period of force majeure, the contractor may suspend the obligations under the assignment. If this period lasts longer than 3 months, both parties may dissolve the assignment without being liable for damages.
12.3 If the contractor has partially fulfilled its obligations and the fulfilled portion has independent value, the contractor may invoice that portion.

Article 13 Cancellation Conditions
13.1 After booking the assignment, the Client may make changes free of charge up to 2 weeks before the start of the assignment.
13.2 If the Client cancels within 3 days before the start of the assignment, 50% of the total cost will be charged.
13.3 If the Client cancels within 24 hours before the start of the assignment, 100% of the total cost will be charged.

Article 14 Retention of Title
14.1 All items delivered by the contractor remain the property of the contractor until the Client has fully met all obligations.
14.2 The Client must take all reasonable measures to protect the contractor’s property.
14.3 If the contractor exercises its ownership rights, the Client grants unconditional and irrevocable permission for the contractor to access all locations where the property is located, to recover it.

Article 15 Inspection
15.1 The Client must inspect the delivered goods when they are made available, or when the work is completed. The Client must verify that the quality and quantity of the delivered goods comply with the agreement and meet the agreed requirements.
15.2 The Client must notify the contractor of any visible defects in writing within five working days after delivery. The notification must include a detailed description of the defect.

Article 16 Complaints
16.1 The Client must submit any complaints in writing within 5 working days after delivery (or – in the case of non-visible defects – after the defects could have been detected).
16.2 Submitting a complaint does not suspend the Client’s payment obligation.
16.3 If the Client submits a complaint late, they will no longer be entitled to repair, replacement, or compensation.
16.4 If it is confirmed that a defect exists and the complaint was submitted on time, the contractor will replace or repair the defective item within a reasonable period after written notification from the Client.
16.5 If it is determined that the complaint is unfounded, the Client will bear all costs incurred by the contractor (such as investigation costs).

Article 17 Liability
17.1 The contractor is only liable for direct damage to the Client, which is directly and exclusively the result of a contractor’s shortcoming.
17.2 The contractor is not liable for damages caused by reliance on incorrect or incomplete information provided by the Client.
17.3 The contractor’s liability is always and exclusively limited to the invoice value, with a maximum of €1,000.
17.4 The contractor’s liability is further limited to the amount paid by its insurer in the relevant case.
17.5 These liability limitations do not apply if the damage results from intent or gross negligence on the part of the contractor.

Article 18 Statute of Limitations
The statute of limitations for all claims and defenses against the contractor is 2 months.

Article 19 Indemnification
19.1 The Client indemnifies the contractor against any claims from third parties who suffer damage as a result of the execution of the assignment, where the cause is not attributable to the contractor.
19.2 If third parties hold the contractor liable, the Client will assist the contractor both out of court and in court and will take all necessary actions expected of them.
19.3 If the Client does not take necessary measures, the contractor may take those measures. All costs and damages incurred by the contractor will be fully borne by the Client.
19.4 The contractor is never liable for damage that may arise directly or indirectly from the use of rented goods, even if the damage is due to defective material or a construction flaw in the rented goods. The Client indemnifies the contractor against all third-party claims.

Article 20 Intellectual Property Rights
20.1 The contractor retains all rights to plans, documents, images, drawings, software, creations, and related information created by the contractor, even if costs have been charged or if improvements have been made later. This applies to all documents except photos and videos created on behalf of the Client.
20.2 The Client may not copy or show the items mentioned in the previous paragraph to third parties for any purpose other than for which they were provided, except for internal use by the Client.

Article 21 Confidentiality
21.1 Unless there is a legal or professional obligation to disclose, the contractor will keep all Client information confidential.
21.2 The contractor will not use the information provided by the Client for any purpose other than that for which it was obtained, except in the case of legal proceedings where these documents may be relevant.
21.3 The Client will not disclose the content of agreements, confirmations, offers, reports, advice, or other written or non-written communications from the contractor and will ensure that third parties do not see the content.

Article 22 Data Management
The contractor reserves the right to delete files from its database two months after completion of the assignment unless otherwise agreed. The Client is responsible for managing the files.

Article 23 Nullity
If any part of these terms is invalid or voidable, it does not affect the validity of the rest of the Agreement. The invalid or voided part will be replaced by a provision that closely follows the content of the invalid provision.

Article 24 Conflicting Clause
In case these terms and conditions conflict with the agreement, the terms in the agreement will prevail.

Article 25 Applicable Law
Dutch law.

Article 26 Competent Court
The court of Amsterdam.