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IMAGE COMPANION GENERAL CONDITIONS

We advise that you carefully read these General Conditions so that you are aware of your rights and duties under the Agreement between you and us. You shall be identified as the Commissioning Party.

Article 1. Definitions
1. In these General Conditions the following terms, identified by capital letters, shall have the following meaning:

Image Companion

the sole proprietor Image Companion, with registered office at (2402 KE) Alphen aan den Rijn at Doornenburg 58;

General Conditions

these general conditions of Image Companion;

Service:

the service provided by Image Companion

Intellectual Property Rights:

all intellectual property rights, such as copyrights, trademark rights, law of patents, trade name rights, database rights and related rights, including related rights such as rights to knowhow and domain names.

Commisioning Party:

you, the commissioning party and counter party of Image Companion of the Agreement;

Agreement:

the agreement for services between Image Companion and Commissioning Party specifying the Services;

Party(-ies):

Image Companion and/or Commissioning Party.

Article 2: Applicability

  1. The General Conditions apply to every Agreement between Image Companion and Commissioning Party. Possible general conditions of the Commissioning Party are hereby explicitly rejected.
  2. Derogations from and additions to the Agreement are exclusively valid when Parties
    agreed in writing to them.
  3. These General Conditions also apply to the provision of the Services by the other party,
    when the Commissioning Party involves other Parties in order to provide the Services.
  4. Image Companion is entitled to amend these General Conditions. Substantive changes
    enter into force one (1) month after publication. Changes in the General Conditions
    have no effect on an existing Agreement.

Article 3. Establishment of the Agreement

  1. Offers of Image Companion are non-committal, unless a period of validity is included in the offer. If no period of acceptance is included, the offer will always expire after one month.
  2. If the Commissioning Party assigns without a preceding offer to Image Companion, Image Companion is only bound to this assignment after it has confirmed this in writing to the Commissioning Party.
  3. An offer for the provision of multiple services does not force Image Companion to the provision of a part of the Services in this offer at a corresponding amount of the price.
  4. Offers, quotations and rates do not automatically apply to re-orders and/or new assignments.

Article 4. The Service

  1. Image Companion always provides its services according an obligation of means and it will not guarantee with regard to the result of its service, unless Parties explicitly agree otherwise in writing.
  2. Image Companion will implement the Agreement to the best of one’s knowledge and ability and in accordance with the laid down requirements for a professional party. If and as far as a proper implementation requires this, Image Companion has the right to let third parties execute certain activities, at the discretion of Image Companion. The applicability of article 7:404, 7:407 and 7:409 BW will explicitly be excluded.
  3. An agreed term is considered as a final deadline, only when that is explicitly determined in writing in the Agreement. In all other cases the agreed term shall be regarded as indicative.
  4. Image Companion is entitled to the execution of the activities in parts or phases, whereby every part or every phase separately can be invoiced.

Article 5. Commissioning Party’s obligations

  1. The Commissioning Party undertakes to provide all necessary information and cooperation which Image Companion requires in order to provide the Services. Image Companion may suspend the activities as long as Commissioning Party does not comply to the obligation in this provision. Image Companion shall never be liable for any damage and/or delay caused by not, not timely, or flawed complying to the duty of disclosure and obligation to cooperate as referred to in this article.

Article 6. Termination of the Agreement

  1. The duration of the Agreement is determined in the Agreement itself.
  2. Image Companion is allowed to terminate the Agreement in writing at all times with due regard to a period of notice two months. Image Companion shall not be required to any form of compensation or financial remuneration caused by a (intermediate) termination.
  3. Contrary to Section 7:408 of the Dutch Civil Code, the Client may not terminate the Agreement prematurely.
  4. Either Party will have the right to terminate the entire Agreement or partially with immediate effect, if the other party goes bankrupt or is granted a moratorium, including the case of termination or liquidation of the company of the other Party
  5. If the Agreement is terminated at any time and at that moment Services have already been implemented, the already implemented Services and the related payment obligation of the Commissioning Party will not be subjected to any obligation to undo, unless the Commissioning Party can prove that Image Companion is in default with regard to specifically the Services. The amounts that have been invoiced prior to the termination by Image Companion regarding the proper implementation or delivered performance in the framework of the Agreement remain due in full and are repayable on demand at the moment of termination.
  6. The Commissioning Party is liable to third parties for the consequences of the cancellation and will protect Image Companion against resultant claims of these third parties.

Article 7. Remuneration and payment

  1. All amounts as mentioned in an offer or Agreement are expressed in Euros and are provided including VAT and possible other imposed charges by the government, unless mentioned differently.
  2. Commissioning Party shall settle the invoice within the period of fourteen days after the date of invoice. If payments are not made in due time, this instalment shall be considered as final deadline and the Commissioning Party will be in default, without further notice of default.
  3. If the Commissioning Party believes that the amount of the invoice is incorrect, or that there is any other inadequacy in the invoice, it shall immediately inform Image Companion accompanied by convincing evidence of its position. Contestation of (a part of) an invoice does not suspend the payment obligation of the Commissioning Party with regard to (the undisputed part of) an invoice.
  4. Image Companion is entitled to change its rates at any time. Image Companion shall inform the Commissioning Party at least 2 (two) months prior to an adjustment of rates. If Image Companion has announced an adjustment of rates, the Commissioning Party may terminate the Agreement until the moment that the adjustment of rates
    enters into force. The Commissioning Party must take a period of notion of a month into consideration with that.
  5. Image Companion is entitled to annually increase its rates in accordance with the Consumer price index, as published by Statistics Netherlands, without this providing the right to denounce or terminate otherwise for the Commissioning Party.

Article 8. Intellectual Property Rights

  1. All Intellectual Property Rights that rest on documents or materials that Commissioning Party delivers to Image Companion in the framework of the execution of the Agreement, remain at all times with the Commissioning Party. Commissioning Party provides a worldwide, non-exclusive and sublicensable license to Image Companion in order to use the delivered materials for the execution of the Agreement.
  2. The Intellectual Property Rights which lie with Image Companion when entering into the Agreement, remain with Image Companion.
  3. If and to the extent that with the execution of the Agreement, Intellectual PropertyRights arise on the outcome of the Services, these Intellectual Property Rights shall rest with Image Companion.
  4. On condition that the Commissioning Party has complied to all of its (payment) obligations under the Agreement, the Commissioning Party will obtain a limited, nontransferrable, non-exclusive license in order to make use of the Intellectual Property Rights on the outcome of the services.

Article 9. Liability

  1. Image Companion is not liable for indirect damage or resulting damage, such as lost profits, lost sales, loss of expected savings and other similar financial losses, as well as loss of goodwill or name and reputation.
  2. To the extent that Image Companion is liable, that liability is limited to maximally the compensation which the Commissioning Party has paid under the Agreement.

Article 10. Miscellaneous

  1. Commissioning Party is not entitled to transfer arising rights and/or obligations from the Agreement to third parties without permission of Image Companion, unless Parties have agreed otherwise in writing.
  2. If any provision of this Agreement is or becomes invalid or non-binding, Parties remain bound to the other provisions. Parties shall replace the invalid provisions in proper consultation by another provision which is valid and approximates the intention of Parties as far as possible.
  3. Dutch law applies to the Agreement. All disputes shall at first-instance be presented to the competent court in the district where Image Companion is located.

Alphen aan den Rijn, Netherlands, May 2021