Terms and Conditions
1.1 These general terms and conditions apply to all legal relationships between Move Productions, hereinafter referred to as: “MP”, and the other party, hereinafter referred to as: the “Client”, even after the termination of a legal relationship.
1.2 The applicability of general terms and conditions used by the client or referred to by the client is explicitly rejected.
1.3 Deviation from what is stipulated in these general terms and conditions is only possible after the express written permission of MP. No rights can be derived from such deviations with regard to legal relationships entered into earlier or later.
Formation of agreements
2.1 All offers from MP for the provision of services are without obligation, unless explicitly stated otherwise. An offer from MP to provide services is valid for 14 days after the date of the offer, unless explicitly stated otherwise.
2.2 All assignments must be submitted to MP by the Client in writing. Changes in assignments given must be communicated to MP by the Client in a timely manner and in writing. Changes communicated orally are at the risk of the Client.
2.3 Acceptance of an assignment by MP is based on performance of the assignment under normal circumstances during office hours, unless expressly agreed otherwise in writing between the parties.
2.4 An agreement between MP and the Client is only concluded after written acceptance by MP of the assignment given by the Client or through implementation of the assignment by MP.
Obligations of the client
3.1 Without prejudice to the obligations resting on the Client elsewhere in these general terms and conditions or pursuant to a further agreement between MP and the Client, the Client is obliged to provide MP with all information and data required for the implementation of the command are necessary. The Client guarantees the soundness, completeness and usefulness of the information and data it supplies to MP for the implementation of the agreement.
3.2 The Client is obliged to notify MP without delay if:
1. he intends to file an application for (provisional) suspension of payments;
2. he has obtained a (provisional) suspension of payments;
3. he intends to file a declaration of bankruptcy;
4. he has been informed that one or more of his creditors intends to file an application for bankruptcy;
5. he has been declared bankrupt;
6. it is taken over by a third party; and / or
7. it intends to cease all or part of its business activities.
4.1 All prices quoted by MP are exclusive of turnover tax and exclusive of the costs of goods and / or services and / or other advances to be purchased by MP in connection with the execution of the assignment, unless explicitly agreed otherwise in writing between the parties. Apparent calculation errors in the statement by MP of budgets and prices may be corrected unilaterally by MP, after which the corrected statement applies between the parties.
4.2 All prices quoted by MP are based on performance of the order undernormal circumstances during office hours, unless explicitly agreed otherwise inwriting between the parties.
4.3 MP is authorized to unilaterally increase the agreed price if one or more of the following circumstances occurs or occur:
1. increase in the costs of the execution of the order, including the costsof goods and / or services to be purchased;
2. changes in the assignment by the Client;
3. insufficient or inadequate cooperation from the Client as a result of which more work must be performed and / or more costs must be incurred by MP than could reasonably be expected;
4. circumstances that are not for the account and risk of MP in the opinion of traffic.
5.1 The client must notify MP within 14 days after the performance of anassignment of any imperfections in the performance of the assignment, failing which it is established between the parties that the assignment has been carried out as agreed between the parties.
5.2 MP is always entitled within a reasonable period of time to substitute a new proper performance for an earlier defective performance. During this reasonable period, the Client is not entitled to institute legal action for performance or compensation or to invoke any right of suspension.
6.1 If possible, upon acceptance of assignments by MP, it will be agreed to what standards and at what rate MP will be remunerated.
6.2 Unless otherwise agreed, the Client is obliged to pay MP's invoices within the term stated in the invoice and, in the absence of such a term, within 28 days of the invoice date.
6.3 Payment of invoices must only be made in the currency in which the invoice amount is expressed.
6.4 Payment by the Client of any amount owed to MP must be made without discount and / or appeal to set-off by the Client. Also in the event of a complaint as referred to in article 5.1 of these general terms and conditions or the (alleged, for example, the still lack of a proof number) failure by MP to fulfill its obligations, the Client does not release the Client from its obligation to pay in full and MP.
6.5 MP has the right at all times, but not the obligation, to set off the payment of any amount owed to the Client (i) against amounts owed by the Client to MP, or (ii) to suspend until the amounts owed by the Client have been received by MP.
6.6 Payments by the Client primarily serve to settle any interest owed by him on the basis of Article 6.7 as well as any judicial and extra judicial costs owed on the basis of Article 6.8. After these costs have been paid, the payments of the Client will be deducted from outstanding invoices, whereby the order of invoicing will be adhered to.
6.7 If the payment term as referred to in Article 6.2 is exceeded, MP is entitled, without prior notice of default, to charge the Client interest on the outstanding invoice amount equal to the then applicable statutory interest, with a minimum of 8% per year. Under these circumstances, MP is also entitled to suspend the performance of its activities until the relevant invoices have been paid and to demand payment of all outstanding invoices.
6.8 All judicial and extrajudicial collection costs that MP incurs as a result of the Client's failure to comply with its payment obligations will be borne by the Client.
Force of the majority
7.1 In the event of force majeure on the part of MP, MP is entitled to extend any agreed term for compliance with the agreement by the duration of the force majeure or to dissolve the agreement, insofar as it has not yet been performed. Force majeure on the part of MP also includes the impossibility of placing media statements due to a shortcoming or force majeure on the part of the media operator.
7.2 The Client cannot invoke force majeure and is not entitled to dissolve the agreement with MP (extrajudicial).
Any legal claim against MP arising from or in connection with an agreement to which these general terms and conditions apply will lapse one year after the legal claim has arisen.
Liability / Indemnity
9.1 MP is not liable for damage of whatever nature suffered by the Client and / or third parties as a result of or in connection with services provided by MP, except in the case of intent or gross negligence on the part of MP. Liability of MP for consequential damage, including loss of profit, is excluded at all times.
9.2 With due observance of article 9.1, any liability of MP for damage is limited to the amount that is paid out in the relevant case under a liability insurance taken out by MP.
9.3 MP is not liable for the content of media communications it has placed on behalf of the Client.
9.4 The Client indemnifies and fully indemnifies MP against any claims from third parties in connection with the performance by MP of assignments from the Client.
10.1 If the Client fails in any way towards MP in the fulfillment of its (payment) obligations or if one or more of the circumstances referred to in Article 3.2 under (a) to (g) occurs or occurs then if it appears otherwise from actions of the Client that he cannot or will not fulfill his obligations towards MP, MP, without prejudice to the other rights it is entitled to and without any obligation to pay compensation to the Client, is entitled to the agreement (and) to dissolve all or part of the agreement with the Client with immediate effect or to suspend the (further) execution of the agreement (s) andany resulting assignment.
10.2 If MP dissolves the agreement (s) with the Client on the basis of the provisions of Article 10.1, then, without prejudice to MP's other rights, all that the Client owes MP for whatever reason becomes immediately due and payable.
10.3 If the proper execution of the agreement (s) with the Client by MP is wholly or partially impossible as a result of one or more circumstances that are not for the account of MP, either temporarily or permanently, MP has the right to execute the agreement. Suspending the agreement (s) with the Client until the execution thereof is reasonably possible again or to dissolve the agreement (s) with the Client.
11.1 The Client is obliged, at the first request of MP, to pay all or part of the fees for the assignment given by the Client to MP in advance or to provide adequate security in any form desired by MP for the full fulfillment of all its obligations. with regard to the assignments carried out by MP or to be carried out in whole or in part.
11.2 If the Client does not comply with a request made by MP as referred to in Article 11.1, without prejudice to MP's other rights, all that the Client owes MP for whatever reason, will be immediately due and payable and MP will be entitled to immediately suspend the further execution of the agreement (s) with the Client.
If and insofar as any provision of these general terms and conditions cannot be invoked on the grounds of reasonableness and fairness or the unreasonably onerous nature, the relevant provision will in any case have as much of a corresponding meaning as possible with regard to content and scope, so that they can be invoked.
Dutch law applies to all legal relationships between MP and the Client.