Applicable to all quotations, deliveries, and transactions of:
SYNK BY Jeanette
Remijden 38
1068 XC Amsterdam
Netherlands
T: 06-46611718
E: help@synkbyjeanette.com
Article 1: Definitions
1.1. Contractor: SYNK BY JEANETTE, registered with the Chamber of Commerce in Amsterdam under number..
1.2. Client: The natural or legal person who has commissioned the contractor to perform work, as well as their representatives, authorized agents, heirs, and other legal successors.
1.3. Information carriers: Magnetic tapes and disks, optical disks, and all other means intended for recording, editing, transmitting, or reproducing texts, images, or other data using equipment, broadly defined.
1.4. Proofs: All expressions resulting from the execution of agreements between the client and contractor, preceding the final product, intended to provide insight into the execution process and its progress.
1.5. Models: Objects and data files created during the execution of agreements between the client and contractor, forming the basis for or being used in the execution of said agreements.
1.6. Concept Art: Description of the content of an audiovisual production, in visual or written form, detailing the sequence of events and their execution.
1.7. Source files: Digital files underlying the execution of the agreement or created during its execution.
Article 2: Applicability
2.1. These terms and conditions apply to the formation, content, and fulfillment of all agreements between the client and contractor, unless explicitly agreed otherwise in writing.
2.2. General (purchase) conditions of the contractor apply only if explicitly and in writing agreed that these will exclude these terms and conditions in the agreement between both parties.
Article 3: Estimates
3.1. Estimates are always indicative. Estimates are made based on the information available at the time, as provided by the applicant through a briefing.
3.2. Actual invoiced costs depend on and are based on the actual hours worked, costs incurred, and other activities contributing to the result.
3.3. Estimates are subject to change and do not constitute a "fixed-price" offer.
3.4. Changes in the assignment, specifications, or other requested work by the client, or necessary adjustments due to modifications to the assignment or its components, may lead to deviations from the established estimate.
Article 4: Agreement
4.1. The client and contractor sign a collaboration agreement for the agreed-upon work, hours, and costs after approval of the estimate.
4.2. The contractor signs an NDA agreement regarding confidential information of the client.
Article 5: Quotations
5.1. Quotations are presumed to be based on the information available at the time of issuance.
5.2. For work for which no quotation or order confirmation is sent due to its nature and scope, the invoice also serves as an order confirmation. The contractor is obligated to confirm interim costs to the client. These additional costs are invoiced to the client.
5.3. If the client does not proceed with the assignment after approving a quotation, the costs of the quotation may be charged.
Article 6: Price
6.1. Composite offers do not obligate the delivery of part of the total performance at a corresponding part of the price mentioned in the estimate.
Article 7: Price Changes
7.1. Extra complex models or animations, unclear descriptions, sketches, drawings, or models, defective information carriers, computer software or data files, poor delivery of materials or products by the client, and similar supplies necessitating more work or costs than the contractor could reasonably expect upon entering the agreement are grounds for an increase in the agreed price.
7.2. Changes in the original specifications of the assignment by or on behalf of the client, including altered instructions after receiving drawings, models, sketches, proofs, and storyboards, are grounds for price adjustments.
Article 8: Payments
8.1 The contractor has the right to send a 50% advance invoice to the client.
8.2 Unless otherwise agreed, payment to the contractor of the agreed fee shall be made within 14 days after correct invoicing by the contractor, which may take place after completion of the assignment.
8.3 The client is always obligated, regardless of the agreed payment conditions, to provide security upon the first request of the contractor for the fulfillment of payments due under the agreement. The provided security must adequately cover the claim, including any subsequent interest and costs, and allow the contractor to recover the claim without difficulty. Any later insufficient security must be supplemented to sufficient security upon the contractor's first request. The contractor is entitled, irrespective of the agreed payment conditions, to suspend the execution of the assignment if this security cannot be provided.
8.4 In case of late payment, the client is obligated, in addition to the owed amount and accrued interest, to fully reimburse both extrajudicial and judicial collection costs, including costs for lawyers, bailiffs, and collection agencies. Extrajudicial costs are set at at least 15% of the principal amount with interest, with a minimum of €100.00.
Article 9: Cancellation
9.1 The client is entitled to cancel an agreement before the contractor has started executing the assignment, provided that they compensate the contractor for any resulting damages. These damages include costs already incurred by the contractor in preparation, such as reserved production capacity, purchased materials, hired services, and storage.
9.2 The client will be deemed to be in attributable default without further notice: - If they fail to fulfill any obligation under the agreement, either partially or entirely, or fail to do so on time; - In case of bankruptcy or suspension of payment of themselves or their business; - In case of liquidation of their business.
9.3 The client will compensate the contractor for damages caused by the default, including damages mentioned in paragraph 1 of this article, as well as losses incurred and lost profits by the contractor.
9.4 The contractor has the right, in the cases mentioned in paragraph 2 of this article, to suspend or terminate the agreement, either partially or entirely, without any obligation to pay compensation.
Article 10: Schedules
10.1 Provided schedules, milestones, delivery dates, review moments, etc., are indicative and subject to change.
10.2 Factors such as adjustments in assignment specifications, change requests, additional requests, etc., may lead to shifts in schedules and delivery dates.
10.3 Shifts in schedules related to adjustments or other requests by the client may result in exceeding planned and available production capacity. If this occurs, it may lead to delayed response times to client requests and delayed execution of work.
Article 11: On-site Production
11.1 If work is performed at an external location (e.g., film set or client’s office), the client is not allowed to offer assignments to employees or subcontractors of SYNK BY JEANETTE without notifying and obtaining written permission from SYNK BY JEANETTE.
Article 12: Delivery
12.1 Every delivery of items from the contractor to the client is subject to ownership reservation until the client has fulfilled all obligations under the agreement, including interest and costs. This provision also applies to the license for use as described in Article 12 paragraph 3.
12.2 The contractor's commitment to an agreed deadline for delivery lapses if the client wishes to change the assignment or its execution or fails to comply with the provisions in paragraph 1 of Article 11, unless the minor significance of the change or delay does not reasonably necessitate a change in the contractor's planned allocation of production capacity.
Article 13: Inspection upon Delivery
13.1 The client is obligated to promptly inspect after delivery whether the contractor has properly fulfilled the agreement and to notify the contractor in writing immediately if the contrary is found.
13.2 Approval of samples by the client is considered acknowledgment that the contractor performed prior work correctly.
13.3 The contractor is always entitled to replace a previous defective performance with a new proper performance unless the defect is irreparable.
13.4 The fulfillment of the agreement is considered proper between both parties if the client fails to conduct the inspection or notification as mentioned in paragraph 1 of this article in a timely manner.
13.5 The contractor’s performance is always considered proper if the client has used, processed, delivered to third parties, or allowed third parties to use the delivered item, unless the client has adhered to paragraph 1 of this article.
Article 14: Deviations
14.1. Deviations between, on the one hand, the delivered work and, on the other hand, the original design, drawing, sketch, model, storyboard, or respective samples, cannot serve as grounds for rejection, discount, termination of the agreement, or compensation if they are of minor significance.
14.2. Deviations that, taking all circumstances into account, reasonably have no or only a subordinate impact on the usability of the work are always considered to be of minor significance.
Article 15: Client's Property, Pledge Rights
15.1. Regarding the storage, use, processing, and handling of items entrusted to the contractor by or on behalf of the client, the contractor must exercise the same care as he would for his own items in such matters.
15.2. Notwithstanding the provisions of the first paragraph of this article and elsewhere in these terms and conditions, the client bears the risk for the aforementioned items. If the client wishes to cover this risk, he must arrange insurance at his own expense.
15.3. The client grants the contractor a pledge right on all items brought into the contractor's possession as part of fulfilling the agreement with the contractor.
Article 16: Intellectual Property
16.1. The client indemnifies the contractor, both in and out of court, against all claims by third parties under the Copyright Act of 1912 or other national, supranational, or international regulations concerning copyright, relating to the execution of the agreement.
16.2. Source files created or used for the execution of the agreement remain the property of the contractor. The contractor is not obligated to retain these source files and does not guarantee their suitability for reuse.
16.3. After delivery of the production, the client obtains permission (license) from the contractor to use the production in the form, scope, manner, and purpose as agreed upon in writing between the client and the contractor.
16.4. The contractor is entitled to include his name in all productions at an appropriate location. The contractor is also entitled to include the © symbol with his name and the year of first publication in any production. The client is required to disclose or reproduce the production, always including the contractor's name and/or other details, unless deviations are agreed upon in advance in writing with the contractor.
16.5. In the event of a presentation by or on behalf of the client of a production created or edited by the contractor, image and sound may not be disclosed separately; only the disclosure of image and sound together is permitted. Additionally, the production must always be presented in its entirety.
16.6. The client is solely responsible for acquiring disclosure, presentation, recording, or reproduction rights concerning the music and/or text that is part of a production.
16.7. The contractor is, without prejudice to his other rights, always free to use the production or a reproduction thereof for his own publicity, promotion, and exhibition purposes and to mention the client's name, unless the parties agree otherwise in writing.
Article 16: Force Majeure
16.1. Failures by the contractor in fulfilling the agreement cannot be attributed to him if they are not due to his fault nor are his responsibility under the law, the agreement, or prevailing societal norms. The client cannot claim reimbursement of costs, damages, or interest.
16.2. Failures by the contractor in fulfilling the agreement due to war, mobilization, unrest, flooding, transportation blockages, stagnation or restriction or cessation of supply by public utilities, lack of coal, gas, petroleum products, or other means of energy production, fire, machine breakdowns, and other accidents, strikes, lockouts, union actions, export restrictions, and other government measures, non-delivery of necessary materials and semi-finished products by third parties, intentional or gross negligence by auxiliary persons, and similar circumstances are deemed beyond the contractor's control and do not entitle the client to terminate the agreement or claim damages or suspension of his other obligations under the agreement.
16.3. Illness and temporary or permanent incapacity of the contractor release him from meeting the agreed delivery deadline or his delivery obligations, without the client being entitled to claim reimbursement of costs, damages, or interest.
16.4. In case of force majeure, the contractor will notify the client immediately. Following receipt of this notification, the client has 8 days to cancel the assignment in writing, but is obligated to accept and pay for the portion of the agreement already executed by the contractor. The provisions of Article 7, paragraph 1, do not apply in this case.
Article 17: Liability
17.1. The liability of the contractor under the agreement with the client is limited to an amount that is reasonable and equitable in proportion to the agreed price.
17.2. The contractor is not liable for any damage of any kind that arises because or after the client has used the manufactured items after delivery, has processed or altered them, has supplied them to third parties, or has caused them to be used, processed, altered, or supplied to third parties, unless the damage could not have been foreseen even by a careful and alert client.
17.3. The contractor is furthermore not liable for damages in the form of loss of revenue or reduced goodwill in the client’s business or profession.
17.4. If the contractor is held liable by a third party for any damage for which he is not liable under the agreement with the client or these delivery terms, the client shall fully indemnify him and reimburse the contractor for all amounts he must pay to this third party.
Article 18: Applicable Law
18.1. The agreement in all its parts is governed by Dutch law.
18.2. The parties designate the court with jurisdiction in the location where the contractor is legally established as the competent court.
