GENERAL TERMS AND CONDITIONS OF AMP.AMSTERDAM B.V.
Amp.Amsterdam: Amp.Amsterdam B.V.
Contract: any oral or written agreement, on the basis of which Amp.Amsterdam provides Services or Goods to Customer
Customer: the person, company, or other legal entity that instructs Amp.Amsterdam to carry out Services or to deliver Goods or that
Amp.Amsterdam enters into any agreement whatsoever.
General Terms: these general terms and conditions of Amp.Amsterdam B.V.
Goods: the items of property to be delivered by Amp.Amsterdam to or for the benefit of Customer on the basis of a Contract.
Offer: an offer stating the terms on the basis of which Amp.Amsterdam is willing to provide Services or Goods to Customers.
Services: all services to be delivered by Amp.Amsterdam to or for the benefit of Customer on the basis of a Contract.
2.1. These General Terms apply to and form an integral part of all Offers and Contracts.
2.2. Customer’s general terms and conditions, other conditions that customarily apply in Customer’s line of business, as well as other general conditions that are not prescribed by law, do not apply, and are not binding on Amp.Amsterdam, unless Amp.Amsterdam has expressly agreed to these conditions in writing.
3.1. Offers are entirely free of obligation unless expressly stated otherwise. A binding offer is valid for the period as stated therein.
3.2. Prices stated in the Offer are exclusive of travel expenses and accommodation expenses unless expressly stated otherwise.
3.3. The terms stated in the Offer do not automatically apply to future Offers and or Contracts for the provision of Services or Goods by Amp.Amsterdam.
4. Execution of Contract
4.1. Unless expressly stated otherwise, delivery times stated in the Offer or Contract are indications only and may not be deemed an ultimate date of performance or deadline. If it is expected that Amp.Amsterdam cannot make a certain delivery time, it will inform Customer accordingly. In that case, Amp.Amsterdam is entitled to fulfill its obligations on a date to be agreed on with Customer.
4.2. If it has been agreed that the work is to be undertaken in stages, Amp.Amsterdam may defer starting work for a subsequent stage until (i) Customer has paid in full all of Amp.Amsterdam’s invoices with regard to the preceding stage and (ii) Customer has approved the results of the preceding stage.
4.3. Should Customer fail to deliver on time the information or Goods that Amp.Amsterdam deems it necessary to execute the Contract, Amp.Amsterdam may defer performance and charge Customer for any additional costs resulting thereof.
5. Third Parties
5.1. Amp.Amsterdam is free to use third parties in carrying out the Contract.
5.2. If Amp.Amsterdam is required to make any advance payment to a third party in carrying out the Contract, it shall first charge the amount to Customer. Amp.Amsterdam shall only make the advance payment to the third party after it has received the relevant payment from Customer.
6. Proprietary rights
6.1. Amp.Amsterdam or its licensors own and retain all rights, titles, and interest in the works, content, and all other Goods and Services provided by or through Amp.Amsterdam, including all associated (intellectual property) rights, such as copyright, database-, trademark-, patent- and trade secret rights. Customer acquires no interest therein. Unless expressly provided in the Contract, Customer has no express or implied license to use, sell, rent, copy, modify, transfer, display and/or distribute the works, content and all other Goods and Services are owned by someone other than Customer.
7. Invoicing and payment
7.1. Unless expressly stated otherwise in the Contract and save for advance payments to be paid to third parties, the total sum owed by Customer will be invoiced to Customer in the following installments and at the following times: – % upon signing of the Contract – % upon completion of the Services and/or delivery of the Goods. Additional work agreed upon during the Contract will be paid for in the same installments. a. Payment will be made in Euros (unless agreed otherwise) and within 30 days of the invoice date (under the condition that Amp.Amsterdam has been paid by its licensors), except: the first installment, which must be made immediately; and b. payments pursuant to Clause 5.2, which must be made ultimately 5 days prior to the payment date set by the third party.
7.2. If a due date for payment is exceeded, Customer will be legally in default and, without any reminder or notice of default being required, in addition to any other rights Amp.Amsterdam may have under applicable law, Customer will be charged with the applicable statutory commercial interest plus 2% from the due date until payment in full, plus collection costs is set for this purpose at no less than 15% of the sum due, with a minimum to be paid by Customer of at least EUR 500.
7.3. If a due date for payment is exceeded, Amp.Amsterdam has the right to suspend the performance of the Contract, without notice of the default being required, in addition to any other rights Amp.Amsterdam may have under the Contract or applicable law.
7.4. Any use of the Services or Goods provided by Amp.Amsterdam is prohibited until all invoices relating to such Services or Goods have been paid by Customer and Customer has otherwise complied with any obligation under the Contract.
8. Delivery and retention
8.1. The Goods shall be delivered to Customer in a manner agreed between the parties. If no manner of delivery has been agreed, then Amp.Amsterdam shall decide on a reasonable manner of delivery.
8.2. Customer shall not assimilate, transfer or pledge any of the Goods, or grant any right or title in the Goods to any third party unless otherwise agreed with Amp.Amsterdam. Customer ensures that the Goods remain identifiable as Goods obtained from Amp.Amsterdam. If Customer does not fulfill its payment obligations towards Amp.Amsterdam, or gives reason to believe that it will
not fulfil any part of its payment obligations, Customer is required at Amp.Amsterdam’s request to return to Amp.Amsterdam, at Customer’s cost, the Goods in which title has not yet passed. Risk in the Goods shall pass to Customer upon delivery.
9. Portfolio and PR use
9.1. Amp.Amsterdam may mention and include Customer, its brand/trademarks, and any material in relation to Customer’s order, assignment, and/or commission in its (online and offline) portfolio. This includes performing, promoting, displaying, and making available material containing works, content or other Goods or Services provided by or through Amp.Amsterdam on its website or through other communication channels. For this purpose and to the extent necessary, Customer hereby grants Amp.Amsterdam a non-exclusive, royalty-free license.
10. Limitation of liability
10.1. Amp.Amsterdam will carry out the Contract with due care and to the best of its ability, and in doing so, will strive to achieve the best result possible.
10.2. To the fullest extent permitted by applicable law, Amp.Amsterdam is not liable for any damages (including but not limited to lost profits, loss or reputation, loss of goodwill) arising out of or in connection with a Contract or the provision of Services or Goods by Amp.Amsterdam. The foregoing limitation of liability does not apply in the event of gross negligence or willful misconduct.
10.3. Amp.Amsterdam’s aggregate and cumulative Liability towards Customer under any Contract will in any case not exceed an amount of 10% of the related Contract.
10.4. Customer indemnifies Amp.Amsterdam, as well as third parties engaged by Amp.Amsterdam in performing the Contract, against all claims of third parties arising out of or in connection with the Contract or the provision of Services or Goods by Amp.Amsterdam.
10.5. Any Customer’s claim for damages arising out of or in connection with a Contract must be brought by Customer within 90 days of the date of the event giving rise to such claim, and any lawsuit related to any such claim must be filed within 1 year of the date of the claim. Any claims that have been brought or filed not in accordance with this Clause 10.5 are null and void.
11. Force majeure
11.1. Amp.Amsterdam is not liable for any failure or delay in performance if such failure or delay is caused by circumstances or occurrences beyond Amp.Amsterdam’s reasonable control, including but not limited to: failures or delays caused by third parties, illness of Amp.Amsterdam’s personnel or people retained by Amp.Amsterdam, failure to obtain a required license or permit, fire, strike, and/or bad weather conditions.
11.2. In case of a failure or delay as meant in Clause 12.1, performance shall be suspended for the period such failure or delay continues. If the failure or delay continues for a period of 3 consecutive months (or if it is reasonably expected by Amp.Amsterdam that the failure or delay will extend for a period of 3 consecutive months), Amp.Amsterdam is entitled to cancel all or part of the relevant Contract without any liability towards Customer.
12.1. The parties each undertake to keep confidential all information that comes to their knowledge during the course of their business relationship unless such information is or becomes public knowledge without the fault of the party receiving such information. The parties shall use the information made available to them only for the purpose of performing the Contract.
12.2. Notwithstanding the above, Amp.Amsterdam has the right to use any material in relation to the Customer’s order and/or assignment in its (online and offline) portfolio as provided in Clause 9.1.
13. Breach of contract and termination
13.1. Notwithstanding any other rights Amp.Amsterdam may have under the Contract or by law, Amp.Amsterdam may, by written notice to Customer, terminate with immediate effect the Contract or any part thereof without any liability whatsoever, if: a. Customer breaches any provision of the Contract; b. any proceedings in insolvency, bankruptcy liquidation, or winding up are instituted against Customer, whether or not by Customer itself, a trustee or receiver is appointed over Customer, or any assignment is made for the benefit of creditors of Customer; or c. the – direct or indirect – control or ownership of Customer changes.
13.2. Upon the occurrence of any of the events referred to in Clause 13.1, all payments made by Customer under the Contract are immediately due and payable. In the event of a termination or expiration of the Contract, all provisions destined to survive such termination or expiration shall survive.
14. Transfer of rights and obligations
14.1. The parties shall not be entitled to transfer to third parties, dispose of or encumber their rights and obligations ensuing from the Contract without the other party’s prior written consent, which consent may not be withheld unreasonably.
15.1. Amendments and supplements to the Contract and/or these General Terms shall be valid only if and to the extent, they are agreed between the parties in writing.
15.2. In the event of a contradiction between the provisions of these General Terms and the Contract, the Contract shall take precedence.
15.3. If any of the provisions of these General Terms and/or the Contract is void or is declared void, the remaining provisions continue to apply in full. Amp.Amsterdam will draft one or more new provisions that are as close as possible to the meaning of the void or voided provision or provisions. The new provision shall replace the original provision.
16. Applicable law and competent court
16.1. These General Terms, an Offer, and a Contract are governed solely by Dutch law. The legal provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
16.2. Any dispute arising out of or in connection with the interpretation or execution of an Offer, a Contract, and/or these General Terms shall be submitted to the competent court in Amsterdam, the Netherlands.