Terms

General delivery and payment terms Art Associates Amsterdam

Article 1
Definitions
The illustrator = the creator of the work
The agent = the (exclusive) representative of the illustrator
The client = the person or company who commissioned the work
Work = work in the fields of literature, science or art, as defined in art. 10 of the Copyright

Article 2
Validity
These conditions apply to all offers, deliveries, payments of goods and services, communications and agreements concluded by us. Unless otherwise expressly agreed in writing, these Terms prevail over any similar requirements of clients. Reference to the client’s own terms is not accepted by the agent.

Article 3
Offers
All our offers are without obligation.

Article 4
The agreement
The agreement between the client and the agent is only established after receipt by the agent of the order confirmation signed by the client.

Article 5
Prices
The total cost of the work consists of the fee for the manufacture of the work, being the illustrator’s fee, plus an additional fee for the use of the work. The total amount of these fees shall be agreed between the Parties. All costs, including those of travel, documentation, research and other necessary costs made by third parties in connection with this assignment and for the proper execution of the contract, shall be paid for by the client. The agent undertakes to inform the client of these charges to client as soon as possible. The client is obliged to pay these charges to the agent as an advance. The cost of more and / or less work can be settled reasonably against the agreed estimate.

Article 6
Suspension and termination
In the event of termination of the agreement by the client, before the work is started, 25% of the quoted costs will be charged, during the sketch phase 50%, and in the case of cancellation after completion of the work 100% of the agreed price of the work is due to be paid by client to the agent. Understood is that said agreed price of the work includes the fees of both the illustrator and the agent. If the client fails to fulfil his obligations stemming from the agreement, or does not properly or on time fulfil any of the agreed obligations or if the client is unable to fulfil his contractual obligations to the agent, including in reasons of bankruptcy, judicial settlement, closure or liquidation of the business of the client, including the possible transfer of a significant portion of the client’s financial entitlements and obligations, the client is legally in default and the agent is entitled, without formal notice and without judicial intervention, either to suspend or terminate in part or entirely the execution of the agreement, without being held responsible  for any compensation, or to be in any way any liable or to be obliged uphold any guarantees. If unable to fulfil all of any the agreement due to force majeure, the agent is entitled without judicial intervention, either to suspend the execution of the agreement or to annul, partly or completely, the execution of the agreement, without any compensation being due.

Article 7
Force Majeure
Force majeure means any independent circumstance outside of the agent’s will – even if this circumstance could have been foreseen at the time of the realisation of the agreement – that suspends permanently or temporarily compliance with the agreement, as well as and including war, riot, strikes, lockouts, transport difficulties, fire and other serious disruptions in the business of the agent or illustrator. The agent shall forthwith notify the client. Neither the agent nor the illustrator are liable for any costs if the agreement cannot be executed in whole or in part as a result of force majeure. The agent is entitled to claim payment for the services rendered in compliance with the agreement from before the circumstances causing force majeure arose.

Article 8
Delivery
The agent will always strive to stick to the agreed delivery time, but this deadline serves only as an approximate. When exceeding the delivery time the agent is never, even after notice, obliged to compensate damages caused by the delay that may have occurred.

Article 9
Complaints must be made in in writing and should be received within 8 days of receipt of the work.
The client who hasn’t properly examined the work on its correctness within eight days of receipt, is considered to have approved the work. Once the client or a third party, has used the work or part of the work or damaged the work the delivered work is considered to have been approved and complaints are no longer possible. If the client hasn’t made a complaint in writing within 8 days of receipt of the invoice, he shall be considered to have approved the invoice and reclamations are no longer possible. Complaints do not give the client the right to suspend payments or compensate.

Article 10
Usage
Usage means to (help) reproduction, duplication and / or disclosure of the work produced by the illustrator. In every agreement shall be a specification for which period, which medium, at what price and in what territory the use is permitted. In the absence of a written agreement it will be assumed that the parties agree on a period of usage of one year in the Netherlands only. The client will make available to the agent at least two prints of the reproduced work. For each (re) use of the work or part of the work written permission is required.

Article 11
Ownership of work
If not expressly agreed, the ownership of the work, or part of the work is not deemed to have been transferred. In case of original artwork (not a computer file) and unless expressly agreed otherwise, the client is obliged to return the work within 6 months after delivery, undamaged and in its original form to the illustrator, or the agent. If the work is not returned on time or if the work is damaged after delivery, the client owes the agent a compensation equal to the agreed price.

Article 12
Payments
The client is obliged to pay within 30 days after the invoice date. All payments shall be made without any deduction or debt equation to the office of the agent or to an account designated by him. If the term of payment has been exceeded all agreed copyrights granted or transferred, usage rights, property rights and other rights with respect to the work will be annulled and the client will be in default without further notice or demand. In such a case, the client is due interest of 1% per month on the amount charged and the client must pay all costs of recovery of the judicial claim and any extrajudicial costs. If a work of a such a nature that it takes longer than one month to complete an agreement will be made so that the principal part of the payment will be made in advance or during the execution of this work.

Article 13
Liability
The agent is not liable for damages directly or indirectly resulting from services performed by him, acts or omissions of subordinates of the agent or other people employed by or for him; work undertaken by the illustrator; by persons whose assistance the illustrator has invoked to implement the work performed; damage or loss of the work made (available) by the illustrator and / or by the client provided materials, models and data, delay in terms of delivery, breach of intellectual property rights, transportation or delivery of goods. Transportation will be at the expense and for the risk of the client, unless otherwise agreed. Notwithstanding the abovementioned, the agent, if he is liable for damages and / or otherwise caused harm entitling compensation, he never owes more than the amount equal to his fee.

Article 14
Intellectual property
Unless the illustrator specifically transfers his rights in writing, the intellectual property which explicitly includes the copyright on the work, remains the illustrator’s.

Article 15
Disclaimer
The illustrator guarantees the client that the work supplied by him is original. The client safeguards the agent and the illustrator from claims by third parties for damages resulting from the execution of work under the assignment given by the client, which also includes damages caused by the breach of intellectual property.

Article 16
Moral rights
The illustrator is entitled to sign his work at all times.

Article 17
Disputes and Jurisdiction
Dutch law applies exclusively to all quotes, assignments and agreements made within these conditions. The court in Amsterdam has the exclusive jurisdiction to hear all disputes arisen in connection with transactions, offers, orders and agreements to which these conditions apply.