Terms and conditions Brandsom bv.

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We recommend that you read these Terms and Conditions carefully so that you are aware of your rights and obligations under the Contract   between you and Brandsom B.V. You will be referred to as the Client in these Terms and Conditions. For the sake of convenience we have chosen the masculine form but where "he" is used this also includes "she".

Article 1. Definitions

1. In these General Terms and Conditions the following capitalised terms shall have the following meanings:

Brandsom B.V.: the private limited company Brandsom B.V., having its registered office and principal place of business at (3526 KT) Vliegend Hertlaan 21, Utrecht;

General terms & conditions: these general terms & conditions of Brandsom B.V;

Service: the service that is provided by Brandsom B.V;

Property rights: all intellectual property rights such as copyrights, trademark rights, patent rights, trade name rights, database rights and neighbouring rights as well as related rights such as rights to know-how and domain names;

Client: you, the client and other party of Brandsom B.V. to the agreement;

Agreement: the agreement of assignment between Brandsom B.V. and client in which the specifications of the Services are included;

Party(ies): Brandsom B.V. and/or Client.

Article 2. Applicability

1. These terms and conditions apply to every agreement between Brandsom B.V. and a client. Any general terms and conditions of the client are hereby explicitly rejected.

2. Deviations from and additions to the agreement are only valid if agreed by Parties in writing.

3. If Contractor engages other parties to provide the Services, then these General Conditions also apply to the performance of the Services by this other party.

4. Brandsom B.V. is entitled to change these General Terms and Conditions. Content-related changes will take effect one (1) month after notification. Amendments to these General Terms and Conditions have no effect on an existing Agreement.


Article 3. Realisation of Agreement

1. Offers and tenders from Brandsom B.V. are without engagement, unless the offer contains a validity
period. If no period for acceptance is specified, the offer expires after 14 days.

2. If the client provides Brandsom B.V. with an assignment without a prior offer, Brandsom B.V. will not be
able to perform the assignment. Brandsom B.V. is only bound by this assignment after it has confi rmed it to the client in writing.

3. A tender for the delivery of multiple Services does not oblige Brandsom B.V. to part of the Services mentioned in this offer at a corresponding part of the price.

4. Offers, quotations and rates do not apply automatically to repeat orders and/or new assignments. subsequent orders and/or new assignments.

Article 4. The Service

1. Brandsom B.V. performs its services always on a best effort basis and does not guarantee the results of its services, unless Parties explicitly agree otherwise in writing.

2. Brandsom B.V. will perform the Agreement to the best of its knowledge and ability and in accordance with the requirements that may be   set for a professional party. If and in so far as required for proper execution of the Agreement, Brandsom B.V. has the right to have certain activities performed by third parties, at the discretion of Brandsom B.V.. The applicability of section 7:404, 7:407 and 7:409 of the 7:409 of the Dutch Civil Code is expressly excluded.

3. Only when explicitly provided for in writing in the Agreement, an agreed deadline shall be considered a firm deadline. In all other cases, an agreed period shall be considered indicative.

4. Brandsom B.V. is entitled to perform the work in parts or phases, whereby each part or phase can be invoiced separately.

Article 5. Client's obligations

1. The client is obliged to provide Brandsom B.V. with all necessary data and co-operation that Brandsom B.V. needs in order to perform the Services. Brandsom B.V. is allowed to suspend activities as long as the client does not comply with this requirement. Brandsom B.V. is never liable for any damage and/or delay caused by not, not timely or not suficiently fulfilling the information and co-operation requirement  mentioned in this article.

Article 6. Termination of the agreement

1. The duration of the Agreement is determined in the Agreement itself.

2. Brandsom B.V. is allowed to terminate an agreement at all times in writing, taking into account a notice period of two months. Brandsom  B.V. is not obliged to compensate for damages and/or financial compensation as a result of (premature) termination.

3. Each of the parties has the right to terminate the agreement partly or completely with immediate effect if the other party goes bankrupt or   is granted a moratorium, as well as if the other party's company is liquidated or undergoes a liquidation.

4. If the Agreement is dissolved at any time and Services have already been performed at that time, the Services already performed and the related payment obligation of Client will not be subject to any undoing obligation, unless Client can prove that Brandsom B.V. is in default with respect to specifically those Services. Amounts invoiced by Brandsom B.V. prior to the dissolution in connection with services already   rendered or duly performed by Brandsom B.V. performed or delivered properly as part of the execution of the Agreement will remain fully due and payable immediately upon termination.

5. The client is liable towards third parties for the consequences of the cancellation and will indemnify Brandsom B.V. for claims of these third parties resulting from this.

Article 7. Compensation and Payment

1. All amounts mentioned in an offer, quotation or Agreement are in Euros and are stated exclusive of VAT and any other                  government-imposed levies, unless stated otherwise.

2. The Client must pay the invoice in full within a period of fourteen days from the invoice date. This term of payment shall be regarded as a strict deadline and the Client shall therefore be in default without further notice of default if payment is not made on time.

3. If the client is of the opinion that the amount of the invoice is incorrect, or that there is any other imperfection in the invoice, he should   inform Brandsom B.V. immediately, submitting convincing evidence of its position. Contestation of (a part of) an invoice does not suspend the payment obligation of Client with regard to (the undisputed part of) an invoice.

4. Brandsom B.V. is entitled to change its rates at any time. Brandsom B.V. will inform the client at least 2 (two) months prior to a change of  fee. If Brandsom B.V. has announced a rate change, the client is allowed to cancel the agreement until the rate change becomes effective.  Client must observe a cancellation period of one month.

5. Brandsom B.V. is entitled to increase its rates annually in accordance with the consumer price index gure, as published by Statistics Netherlands, without this entitling the client to cancel or otherwise terminate the agreement.

Article 8. Intellectual Property Rights

1. All Intellectual Property rights that are vested on documents or materials that clients provide to Brandsom B.V. as part of the execution of  the Agreement, will remain with the client at all times. Client provides Brandsom B.V. with a worldwide, non-exclusive and sub-licensable license to use the provided materials for the execution of the Agreement.

2. Intellectual Property rights that are held by Brandsom B.V. at the time of entering into the Agreement will remain with Brandsom B.V..

3. If and as far as during the execution of the Agreement Intellectual Property Rights arise on the result of the Services, these Intellectual Property Rights will be vested in Client. Brandsom B.V. hereby transfers these Intellectual Property Rights to Client now and in advance,   under the condition that Client has paid all amounts due to Contractor.

Article 9. Liability

1. The liability of Brandsom B.V. is limited to compensation of direct damage with a maximum of €10.000,- (ten thousand euro), whereby a series of related events is considered as one event, regardless of the reason for the liability.

2. Direct damage is understood to mean only:

a. Property damage, exclusively within the meaning of Section 3 Title 3 of Book 6 of the Dutch Civil Code;
b. Reasonable costs incurred to prevent property damage, insofar as Principal can demonstrate that these expenses have led to a limitation of the direct damage within the meaning of the Agreement;
c. Reasonable expenses incurred by the Principal to determine the cause and extent of the damage, insofar as the determination relates  to direct damage within the meaning of the Agreement
d. Expenses reasonably incurred by the client in order to make the performance of Brandsom B.V. compliant with the Agreement.

3. Brandsom B.V. is not liable for any other damage than direct damage, such as loss of profit, loss of turnover, loss of expected savings and other similar financial losses, as well as loss of goodwill or good name or reputation and any other damage that is not covered by the aforementioned direct damage.

4. The total liability of Brandsom B.V. for damages resulting from death or physical injury shall in no case exceed €100.000,- (hundred thousand euro), whereby a series of related events is considered as one event.

5. In case Brandsom B.V. is liable, this liability will be limited to the fee that Client has paid under the Agreement with a maximum of €10.000,- (ten thousand euro).

6. Client's right to claim for damages will expire in any case one (1) year after the event that caused the damages took place.

Article 10. Varia

1. Client is not entitled to transfer his rights and/or obligations resulting from the agreement to a third party without the permission of Brandsom B.V., unless parties have explicitly agreed otherwise in writing.

2. If any provision of this Agreement is or becomes invalid or not binding, Parties will remain bound to the remaining provisions. The Parties  will then replace the invalid provisions in proper consultation with another that is valid and that approaches the intention of the Parties as closely as possible.

3. The Agreement is governed by Dutch law. All disputes resulting from this agreement need to be presented in first instance to a judge in the district where Brandsom B.V. has its registered office.