Article 1 – General & Definitions
1.1 These Terms apply to all offers, proposals, assignments, and agreements under which Altroverso, operated by Palazzo Italia B.V. (“Agency”), provides services to any professional client (“Client”).
1.2 The applicability of any general terms and conditions of the Client is expressly rejected.
1.3 Deviations from or additions to these Terms are valid only if agreed in writing by the Agency.
1.4 Agreements, confirmations, and communications made electronically (including by email, digital signature, or other electronic means) shall have the same binding effect as if made in writing.
1.5 For the purposes of these Terms, the following terms shall have the meanings set out below:
“Services” means all services performed by the Agency under the Agreement, including but not limited to personal branding, management, strategy development, content creation, photography, videography, and consultancy for hospitality and HORECA professionals.
“Deliverables” means all works, materials, and outputs produced by the Agency in connection with the Services, whether in draft or final form, in any medium or format.
“Agreement” means any agreement, assignment, or order between the Agency and the Client regarding the Services, including these Terms and any annexes or written amendments thereto.
“Confidential Information” means any non-public information disclosed by one Party to the other in connection with the Agreement, whether oral, written, digital, or otherwise, and whether expressly marked as confidential or which may reasonably be understood to be confidential by its nature.
“Business Day” means any day other than a Saturday, Sunday, or official public holiday in the Netherlands.
“Force Majeure” means any event or circumstance beyond the reasonable control of the affected Party which prevents or delays performance of its obligations, including but not limited to natural disasters, acts of government, labour disputes, power outages, pandemics, or failures of suppliers or Contractors.
“Personal Data”, “Processing”, “Data Subject” have the meanings as defined under the General Data Protection Regulation (Regulation (EU) 2016/679, “GDPR”).
“Contractor” means any third party engaged by the Agency to perform part of the Services.
“Independent Third Party” means any person or entity not affiliated with either Party, engaged for verification, audit, or compliance purposes.
1.6 The Agency shall perform the Services and deliver the Deliverables with due care, skill, and professionalism, in accordance with the standards reasonably expected of a specialist agency in the field of personal branding and management.
1.7 Unless expressly agreed otherwise in writing, the Agency does not warrant or guarantee that the Deliverables or Services will achieve any specific business result, commercial success, or market recognition.
Article 2 – Scope of Services
2.1 The Agency shall provide the Services as described in the Agreement, proposal, or assignment confirmation.
2.2 Any descriptions of the Services or Deliverables in proposals, quotations, or communications are indicative only and shall not bind the Agency, unless expressly confirmed in writing in the Agreement.
2.3 The Agency shall determine, at its reasonable discretion, the manner and means of performing the Services, including the use of Contractors, unless expressly agreed otherwise in writing.
2.4 The Client acknowledges that the Services are provided exclusively by the Agency. Unless expressly agreed otherwise in writing, the Client shall not engage Third-Parties for the same or similar services within the scope of the assignment, if such engagement would reasonably interfere with or duplicate the Services provided by the Agency.
2.5 The Client accepts that creative services, such as branding, content creation, and strategy, inherently involve subjective elements of style, expression, and artistic freedom. The Agency shall have creative discretion in the performance of the Services, provided it acts in line with the objectives communicated by the Client.
2.6 Any modifications or additions to the agreed scope of Services must be confirmed in writing and may result in an adjustment of fees, timelines, or Deliverables.
2.7 Any deadlines, milestones, or delivery schedules agreed between the Parties are target dates, unless expressly designated in writing as binding. The Agency shall not be liable for delays caused by factors reasonably beyond its control, including but not limited to Client’s failure to provide timely information or approvals.
2.8 Unless otherwise agreed in writing, the Agency shall be entitled to use the Deliverables, or parts thereof, including names, logos, images, and recordings, for its own professional portfolio, case studies, website, social media, and other promotional purposes, provided such use does not disclose the Client’s Confidential Information.
Article 3 – Formation of Agreement
3.1 An Agreement between the Agency and the Client shall be formed when the Client accepts a proposal, quotation, or offer issued by the Agency, whether by written confirmation, digital acceptance, or commencement of performance by the Agency.
3.2 Any proposal, quotation, or offer made by the Agency shall be valid for thirty (30) calendar days from the date of issuance, unless otherwise specified in writing.
3.3 The Agency reserves the right to withdraw or amend any proposal, quotation, or offer at any time prior to acceptance by the Client.
3.4 The Client shall ensure that all information provided to the Agency prior to entering into the Agreement is accurate, complete, and not misleading. The Agency shall not be liable for any delays, additional costs, or damages resulting from inaccurate or incomplete information supplied by the Client.
3.5 The Agency may make the commencement or continuation of the Services subject to preconditions, including but not limited to:
advance payment or partial prepayment of fees;
provision of a security deposit or bank guarantee;
timely supply of information, access, or cooperation by the Client.
3.6 Unless expressly agreed otherwise, the Agreement shall remain in force until completion of the Services as described in the Agreement.
3.7 The Agency may rely on electronic communications, electronic signatures, and other forms of digital confirmation as legally binding under the eIDAS Regulation (Regulation (EU) 910/2014) and applicable Dutch law.
3.8 Any amendments or extensions to the Agreement shall only be binding if confirmed in writing by the Agency.
Article 4 – Client’s Obligations
4.1 The Client shall cooperate fully with the Agency and provide all information, materials, and access reasonably required for the proper performance of the Services.
4.2 The Client warrants that all information and materials supplied to the Agency are complete, accurate, and lawful, and that their use by the Agency in the performance of the Services will not infringe the rights of Third-Parties.
4.3 The Client shall designate a single contact person authorised to provide instructions, approvals, and decisions on behalf of the Client. The Agency shall be entitled to rely on communications received from such contact person as binding on the Client.
4.4 The Client shall provide timely approvals, feedback, and cooperation as reasonably requested by the Agency. Delays in providing such approvals or cooperation shall entitle the Agency to adjust the agreed timelines and to charge for additional costs incurred.
4.5 The Client shall ensure that the Agency and its personnel have safe and unhindered access to the Client’s premises, systems, and resources, to the extent necessary for the performance of the Services.
4.6 The Client shall comply with all applicable laws and regulations in connection with the Agreement and the use of the Deliverables, including but not limited to data protection, advertising, and media law requirements.
4.7 The Client shall indemnify and hold harmless the Agency against any claims, damages, or costs arising out of or related to:
the inaccuracy or incompleteness of information or materials provided by the Client;
the Client’s failure to obtain necessary consents, licences, or permissions for the use of names, images, logos, properties, or other third-party rights incorporated into the Deliverables at the Client’s request;
the Client’s unlawful or unauthorised use of the Deliverables.
4.8 If the Client fails to fulfil its obligations under this Article, the Agency shall be entitled to suspend performance of the Services until such obligations are met, without prejudice to the Agency’s right to claim damages or additional costs.
Article 5 – Warranties, Indemnities, and Compliance
5.1 Agency’s Warranties
5.1.1 The Agency warrants that the Deliverables created by it are original works and, to the best of its knowledge, do not infringe the intellectual property rights of Third-Parties. Where the Agency engages Contractors or freelancers, the Agency warrants that it has obtained from all contributors a written assignment (or, if agreed in writing, an exclusive licence with the right to sublicense) of all intellectual property rights and neighbouring rights in the Deliverables and underlying materials, including RAW footage, stills and project files, sufficient to grant the Client the rights set out in the Agreement.
5.1.1.1 The Agency warrants that it has obtained from all contributors engaged by or through the Agency valid written assignments or, where applicable, exclusive licences (with the right to sublicense) of all intellectual property and neighbouring rights in the Deliverables and underlying materials, together with customary moral-rights consents to adaptations typical for commercial communications, so that the Client may use the Deliverables as licensed under Article 11 without further third-party approvals.
5.1.2 The Agency warrants that, where Deliverables incorporate stock music, stock video, or other third-party materials, such materials shall be appropriately licensed for the Client’s intended use, unless such responsibility has been expressly assumed by the Client.
5.1.3 The Agency warrants that the Deliverables, to the best of its knowledge, do not contain anything defamatory, obscene, discriminatory, or otherwise unlawful.
5.1.4 The Agency shall perform the Services in compliance with applicable laws and regulations, including GDPR where the Agency processes personal data as processor on behalf of the Client.
5.2 Exclusions from Warranty
5.2.1 The warranties set out in this Article shall not apply where:
the Deliverables are altered, modified, or combined with other works by or on behalf of the Client;
the Deliverables are used in a manner inconsistent with the Agreement or the rights granted under it;
any infringement or claim results from materials, instructions, or information supplied by the Client.
5.3 Client’s Warranties
5.3.1 The Client warrants that all information, instructions, and materials it provides to the Agency are accurate, lawful, and do not infringe the rights of Third-Parties.
5.3.2 The Client warrants that it has obtained and will maintain all necessary consents, licences, and permissions required for the use of any names, logos, images, properties, or other elements it instructs the Agency to incorporate into the Deliverables.
5.4 Indemnities
5.4.1 The Client shall indemnify and hold harmless the Agency, its affiliates, officers, employees, and Contractors against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:
a breach of the Client’s warranties under this Article;
any claim by a third party alleging infringement of intellectual property rights, portrait rights, publicity rights, or privacy rights in connection with the materials provided by the Client;
any unlawful or unauthorised use of the Deliverables by the Client;
any regulatory investigations, sanctions, or fines imposed under the GDPR, the Nederlandse Reclame Code (NRC), the Dutch Mediawet, or other applicable laws, insofar as such arise from the Client’s misuse of the Deliverables or failure to comply with its obligations under the Agreement.
5.5 Limitation of Agency Indemnity
5.5.1 Any indemnity obligation of the Agency shall be limited to claims arising directly from a proven breach of its warranties under Article 5.1 and shall not extend to claims caused by the Client’s instructions, modifications, or misuse of the Deliverables.
Article 6 – Portrait, Privacy & GDPR Rights
6.1 Portrait Rights
6.1.1 The Client acknowledges that photographs and video footage containing identifiable persons may be subject to Dutch portrait rights.
6.1.2 Unless the SOW states otherwise, the Agency is responsible for obtaining model/performer and location releases for persons and properties it arranges or directs, and will provide copies on request. Where the Client supplies talent or locations, the Client is responsible for the corresponding releases.
6.2 GDPR Compliance
6.2.1 The Parties acknowledge that photographs, video footage, and related Deliverables may constitute personal data within the meaning of the GDPR.
6.2.2 Where the Agency processes personal data on documented instructions of the Client, the Client shall act as controller and the Agency as processor within the meaning of Article 4 GDPR. In all other cases, including the Agency’s use of Deliverables for portfolio, archiving, and promotional purposes, the Agency shall act as independent controller.
6.2.3 Processing on Documented Instructions. The Agency shall process personal data only on documented instructions from the Client, unless required to do so by Union or Member State law.
6.2.4 Confidentiality. The Agency shall ensure that persons authorised to process personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
6.2.5 Security Measures. The Agency shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage, in accordance with Article 32 GDPR.
6.2.6 Subprocessors
The Client provides a general prior authorisation for the Agency to engage Contractors as subprocessors from a pre-approved class/list provided by the Agency. The Agency will notify the Client of material changes and the Client may object on reasonable grounds within ten (10) Business Days.
Where the Client consents to the use of subprocessors, the Agency shall impose the same data protection obligations on such subprocessors as set out in this Article.
6.2.7 Data Subject Rights. The Agency shall, to the extent reasonably possible, assist the Client in fulfilling its obligations to respond to requests from data subjects under Articles 12–23 GDPR.
6.2.8 Data Breaches. The Agency shall notify the Client without undue delay after becoming aware of any personal data breach involving Deliverables or personal data processed under the Agreement.
6.2.9 Assistance with Compliance. Taking into account the nature of processing and the information available, the Agency shall assist the Client in ensuring compliance with its obligations under Articles 32 to 36 GDPR (security, breach notification, data protection impact assessments, and consultation with supervisory authorities).
6.2.10 Return or Deletion. Upon termination or completion of the Services, the Agency shall, at the choice of the Client, delete or return all personal data (including digital files) and delete existing copies, unless Union or Member State law requires storage of the personal data, or unless retention is agreed for portfolio, archiving, or compliance purposes.
6.2.11 Audit Rights
The Client shall have the right to conduct one audit or inspection per calendar year, either directly or through an independent third party, to verify the Agency’s compliance with this Article, unless additional audits are required by supervisory authorities.
Any such audit shall be conducted on reasonable notice, during normal business hours, and in a manner that minimises disruption to the Agency’s operations. The Client shall bear its own costs and reimburse the Agency for reasonable costs incurred in facilitating the audit.
6.2.12 Liability. The Client shall indemnify and hold harmless the Agency against claims, penalties, or fines imposed by supervisory authorities or Third-Parties insofar as such result from the Client’s failure to obtain required consents, provide lawful instructions, or otherwise comply with GDPR obligations as controller.
Article 7 – Client’s Compliance Duties
7.1 The Client shall ensure that the Deliverables are not used in any manner that could reasonably be considered misleading, defamatory, discriminatory, obscene, or otherwise unlawful under the Nederlandse Reclame Code (NRC), the Dutch Mediawet, or other applicable laws and regulations.
7.2 The Client shall not use the Deliverables in a way that violates the recognisability requirement of the NRC or other applicable advertising rules, including but not limited to hidden advertising, undisclosed product placement, or misleading endorsements.
7.3 Upon request of the Agency, the Client shall provide documentation of any consents, model releases, property permissions, or other approvals obtained in connection with the use of the Deliverables.
7.4 Any breach of this Article shall be subject to the indemnification obligations of the Client as set out in Article 5.
Article 8 – Liability & Limitation of Liability
8.1 The Agency shall only be liable towards the Client for damages that are the direct result of an attributable failure in the performance of the Agreement, to the extent such failure is the result of intent or gross negligence by the Agency.
8.2 The Agency shall not be liable for:
8.2.1 indirect or consequential damages, including but not limited to loss of profits, loss of goodwill, loss of business opportunities, or reputational damage;
8.2.2 damages arising from the Client’s failure to fulfil its obligations under the Agreement, including Articles 4, 5, 6, and 7;
8.2.3 damages caused by the Client’s use of the Deliverables for purposes not agreed upon or in combination with materials or instructions provided by the Client.
8.3 The Agency’s total aggregate liability under the Agreement shall in no event exceed the total fees (excluding VAT) paid by the Client to the Agency under the Agreement in the twelve (12) months preceding the event giving rise to the liability.
8.4 The limitations of liability set out in this Article shall not apply in cases where liability cannot be excluded or limited under applicable Dutch law.
8.5 The Client shall indemnify and hold harmless the Agency against all claims by Third-Parties, including claims relating to intellectual property rights, portrait rights, publicity rights, privacy, or unlawful use of Deliverables, insofar as such claims result from acts or omissions of the Client.
8.6 Any claim for damages against the Agency shall lapse if not notified in writing within sixty (60) calendar days after the Client became aware, or could reasonably have become aware, of the event giving rise to the claim.
Article 9 – Confidentiality
9.1 The Parties shall treat all Confidential Information, as defined in Article 1.5(d), in strict confidence.
9.2 Each Party undertakes to keep strictly confidential all Confidential Information received from the other Party and not to disclose such information to any third party without the prior written consent of the disclosing Party. Confidential Information shall be used solely for the purpose of performing the Agreement.
9.3 The obligations of confidentiality shall not apply to information which:
is or becomes publicly available without breach of this Agreement;
was lawfully in the receiving Party’s possession prior to disclosure;
is lawfully disclosed to the receiving Party by a third party without confidentiality restrictions; or
must be disclosed pursuant to a legal obligation or binding order of a competent authority, provided that the receiving Party gives prior notice of such disclosure to the extent legally permitted.
9.4 Notwithstanding Article 9.2, the Agency shall be entitled to use the Deliverables, or parts thereof, for its professional portfolio, case studies, website, social media, and other promotional purposes, provided such use does not disclose the Client’s Confidential Information.
9.5 The confidentiality obligations under this Article shall remain in force during the term of the Agreement and for five (5) years after its termination, regardless of the reason for termination.
9.6 Each Party acknowledges that breach of this Article may cause irreparable harm to the other Party.
9.7 The non-breaching Party shall be entitled to seek injunctive relief or specific performance, in addition to any other legal or equitable remedies available under Dutch law.
9.8 The non-breaching Party shall further be entitled to claim liquidated damages from the breaching Party in the amount of EUR 5,000 (five thousand euros) per breach, without prejudice to the right of the non-breaching Party to claim higher actual damages if proven.
Article 10 – Force Majeure & Cancellation
10.1 Neither Party shall be liable for any failure or delay in the performance of its obligations under the Agreement if such failure or delay results from circumstances beyond its reasonable control (“Force Majeure”).
10.2 Events of Force Majeure include, but are not limited to, natural disasters, epidemics, acts of government, strikes, labour disputes, fire, power outages, internet or telecommunications failures, supply chain disruptions, or the default of suppliers or Contractors.
10.3 The affected Party shall notify the other Party in writing without undue delay of the occurrence of a Force Majeure event and shall take reasonable steps to mitigate its effects.
10.4 In the event of Force Majeure, the Agency may suspend performance of the Services for the duration of the Force Majeure, without liability to the Client.
10.5 If a Force Majeure event continues for more than sixty (60) consecutive days, either Party shall be entitled to terminate the Agreement in writing, without liability for damages.
10.6 The Client may cancel the Services at any time by written notice to the Agency.
10.7 If cancellation occurs more than two (2) Business Days before the scheduled performance or delivery, the Client shall only be liable for reimbursement of documented pre-approved expenses actually incurred by the Agency.
10.8 If cancellation occurs within two (2) Business Days of the scheduled performance or delivery, the Client shall be liable to pay fifty percent (50%) of the agreed fee, together with reimbursement of documented pre-approved expenses.
10.9 If the Agency cancels or is unable to perform the Services (other than in cases of Force Majeure), the Agency shall:
inform the Client in writing at least seven (7) Business Days prior to the scheduled performance or delivery;
promptly refund any fees already paid by the Client in respect of the cancelled Services; and
use reasonable efforts to propose a qualified replacement service provider for the Client’s consideration and written approval.
10.10 If the Agency fails to provide at least seven (7) Business Days’ notice of cancellation (other than in cases of Force Majeure), the Agency shall remain liable for demonstrable and reasonable costs incurred by the Client in securing alternative arrangements.
10.11 Either Party may terminate the Agreement with immediate effect if the other Party materially breaches its obligations under the Agreement and fails to remedy such breach within ten (10) Business Days after receiving written notice thereof.
10.12 Upon any cancellation or termination of the Agreement, the Client shall remain obliged to pay the Agency for all Services already performed and Deliverables already created up to the effective date of cancellation or termination, regardless of whether such Deliverables have been delivered to the Client.
Article 11 – Intellectual Property
11.1 All intellectual property rights, including but not limited to copyright, neighbouring rights, design rights, trademark rights, database rights, and know-how, in the Deliverables and in any materials, concepts, drafts, methods, or tools created or used by the Agency in the course of performing the Services, shall remain the exclusive property of the Agency or its licensors.
11.2 Unless expressly agreed otherwise in writing, the Client shall not obtain any ownership rights in the Deliverables or related intellectual property.
11.3 Subject to full payment, the Client receives a non-exclusive, worldwide, perpetual licence to use the Deliverables for the Client’s own business communications, including publication on websites, social media, PR, presentations and paid advertising in any media now known or later developed, with the right to internally reproduce, edit, crop and adapt the Deliverables for format and duration. Sublicensing to third-party media platforms and agencies solely for distribution on the Client’s behalf is permitted. Any broader rights (e.g., exclusivity, transfer to affiliates, merchandising) require a written SOW.
11.4 The Client shall not reproduce, adapt, distribute, disclose, or otherwise exploit the Deliverables for purposes beyond the scope of the licence granted under Article 11.3, unless the Agency has given its prior written consent.
11.5 No copyright assignment or exclusive licence shall be deemed granted under the Agreement, unless expressly agreed in writing and signed by both Parties.
11.6 Moral rights in the Deliverables, including rights of attribution and integrity, shall remain vested in the Agency unless otherwise expressly agreed in writing.
11.7 The Agency shall remain free to use, develop, and re-use any skills, techniques, know-how, templates, or methods acquired or developed during the performance of the Services, even if similar to those used in the Deliverables.
11.8 The Agency shall be entitled to use the Deliverables, or parts thereof, including the Client’s trade name, logo, and images, for its professional portfolio, case studies, website, social media, and other promotional purposes, provided such use does not disclose the Client’s Confidential Information.
11.9 The Client shall indemnify and hold harmless the Agency against any third-party claims relating to materials, instructions, or information provided by the Client for inclusion in the Deliverables, including claims based on intellectual property rights, portrait rights, publicity rights, or privacy.
Article 12 – Financial Terms & Fees
12.1 All fees and prices quoted by the Agency are expressed in euros (EUR) and are exclusive of VAT and other government-imposed levies, unless expressly stated otherwise.
12.2 The Agency’s fees are based on the scope of Services agreed in the Agreement. If the scope of Services is amended, expanded, or otherwise deviates from the assumptions on which the original fee was based, the Agency shall be entitled to adjust its fees accordingly.
12.3 The Agency may charge for reasonable travel, accommodation, subsistence, and other out-of-pocket expenses incurred in the performance of the Services, provided such expenses are pre-approved by the Client.
12.4 The Agency may require advance payments or deposits prior to commencing or continuing the Services. Such advances shall be set off against the final invoice.
12.5 If the Services are provided on the basis of time and materials, the Agency shall invoice on the basis of the actual hours worked and the applicable hourly or daily rates, as set out in the Agreement or the Agency’s prevailing rate card.
12.6 Unless expressly agreed otherwise in writing, estimates of fees provided by the Agency are indicative only and do not bind the Agency.
12.7 The Agency shall be entitled to adjust its fees annually to reflect increases in costs, inflation, or market conditions, by providing the Client with written notice at least thirty (30) calendar days in advance.
Article 13 – Invoicing & Payment Terms
13.1 The Agency shall issue invoices for the Services and expenses in accordance with the Agreement. Invoices shall specify the Services performed, the applicable fees, and any expenses or VAT due.
13.2 Unless expressly agreed otherwise in writing, the payment term for all invoices shall be fourteen (14) calendar days from the invoice date.
13.3 Payments shall be made by bank transfer to the account designated by the Agency, without deduction, set-off, or suspension by the Client.
13.4 If the Client disputes an invoice, the Client shall notify the Agency in writing within five (5) calendar days of receipt of the invoice, specifying the grounds for the dispute. The undisputed portion of the invoice shall remain payable within the payment term.
13.5 If the Client fails to make timely payment, the Client shall owe statutory commercial interest (wettelijke handelsrente) pursuant to Article 6:119a of the Dutch Civil Code, accruing from the due date until payment in full.
13.6 In the event of late payment, the Client shall also be liable for all extrajudicial collection costs incurred by the Agency, which shall be calculated in accordance with the Besluit vergoeding voor buitengerechtelijke incassokosten (BIK), with a minimum of EUR 250.
13.7 Payments by the Client shall first be applied to settle any collection costs and interest due, and thereafter to the oldest outstanding invoice, regardless of any contrary indication by the Client.
13.8 The Agency shall be entitled to suspend the performance of the Services and to exercise its right of retention over Deliverables until all outstanding invoices and related costs have been paid in full.
Article 14 – Complaints
14.1 The Client shall examine the Deliverables immediately upon receipt and shall notify the Agency in writing of any visible defects, errors, or shortcomings within five (5) Business Days of delivery.
14.2 Complaints relating to non-visible defects must be notified in writing within five (5) Business Days after discovery, but no later than thirty (30) calendar days after delivery of the Deliverables.
14.3 A complaint shall contain a detailed description of the alleged defect, error, or shortcoming, enabling the Agency to investigate and respond.
14.4 If the Client fails to notify the Agency within the applicable time limits set out in this Article, the Deliverables shall be deemed to have been accepted in full and free from defects.
14.5 The filing of a complaint shall not suspend the Client’s payment obligations.
14.6 If a complaint is well-founded, the Agency shall, at its sole discretion, either remedy the defect, replace the Deliverable, or grant a reasonable price reduction. The Client shall not be entitled to any further remedy, including damages.
Article 15 – Right of Retention
15.1 The Agency shall be entitled to suspend delivery of Deliverables and to retain any documents, files, materials, or other items belonging to the Client that are in its possession until the Client has paid all amounts due under the Agreement in full, including any interest and collection costs.
15.2 The right of retention shall apply irrespective of whether the outstanding amounts relate to the Agreement under which the Deliverables were created or to any other agreement between the Agency and the Client.
15.3 The Client shall not be entitled to claim damages or compensation arising from the Agency’s exercise of its right of retention.
Article 16 – Governing Law & Jurisdiction
16.1 This Agreement and these Terms shall be governed exclusively by and construed in accordance with the laws of the Netherlands.
16.2 All disputes arising out of or in connection with this Agreement shall be submitted to the competent court in Amersfoort, the Netherlands.
16.3 Before commencing legal proceedings, the Parties shall use reasonable efforts to resolve disputes through negotiation in good faith.
16.4 Nothing in this Article shall prevent either Party from seeking interim relief or injunctive measures from any competent court if necessary to protect its rights or interests.
Article 17 – Miscellaneous
17.1 Amendments. The Agency may amend these Terms from time to time. Amended Terms shall apply to all new Agreements from the date of publication. For ongoing Agreements, the amended Terms shall apply thirty (30) calendar days after written notification to the Client, unless the Client objects in writing within that period.
17.2 Entire Agreement. This Agreement, together with these Terms, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, understandings, or communications, whether written or oral.
17.3 Assignment. The Client shall not assign, transfer, or encumber any of its rights or obligations under the Agreement without the prior written consent of the Agency. The Agency may assign or subcontract its rights or obligations without the Client’s consent, provided this does not materially reduce the Client’s rights under the Agreement.
17.4 Severability. If any provision of this Agreement or these Terms is held to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect. The Parties shall negotiate in good faith to replace the invalid provision with a valid one that most closely reflects the original intent.
17.5 Notices. All notices under the Agreement shall be made in writing and delivered by email or registered mail to the addresses specified in the Agreement, or to such other address as a Party may notify in writing. Notices sent by email shall be deemed received on the date of transmission, provided no error message is generated.
17.6 Language. These Terms are drafted in English. In the event of any discrepancy between different language versions, the English version shall prevail.
17.7 Counterparts and E-Signatures. The Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures (including DocuSign or similar) shall have the same legal effect as handwritten signatures under the eIDAS Regulation (Regulation (EU) 910/2014) and Dutch law.
17.8 Survival. Provisions which by their nature are intended to survive termination, including but not limited to Articles 6 (Portrait, Privacy & GDPR Rights), 8 (Liability & Limitation of Liability), 9 (Confidentiality), 11 (Intellectual Property), 16 (Governing Law & Jurisdiction), and 17 (Miscellaneous), shall remain in full force and effect after termination of the Agreement.
17.9 Order of Precedence. In case of inconsistency, the Agreement (including the SOW) prevails over these Terms, and the Terms prevail over any other document, unless expressly stated otherwise.
17.10 Amicable Dispute Resolution. Before initiating any legal proceedings, the Parties shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement through amicable negotiations between their respective authorised representatives. Such negotiations shall not exceed thirty (30) calendar days from the date on which one Party has notified the other Party in writing of the dispute. After expiry of this period, either Party shall be free to commence legal proceedings in accordance with Article 16.
