Article 1 Applicability

All offers by IDV are made under declaration of applicability of these general terms and conditions both to the offer and to the contracts concluded on the basis thereof.

Article 2 Conclusion of agreement

2.1 All offers by IDV are non-binding, unless they contain a deadline for acceptance. If an offer of IDV contains an offer without engagement and this is accepted, IDV has the right to withdraw the offer within two working days after receipt of the acceptance.

2.2 Client will only be able to revoke a written order, which has not yet been accepted by IDV, if all costs incurred or tenders made in connection with the assessment of the order and the preparation for acceptance will be reimbursed or honoured.

Article 3 Amendments

Amendments to all agreements and to these general terms and conditions will only be effective if agreed in writing between the two parties.

Article 4 Reporting

IDV can draw up contact reports of all relevant contacts with client, which can be sent to client for approval. If client has not reacted in writing within four working days after sending, the report concerned will be considered correct and both parties will be bound by it.

Article 5 Budget

5.1 If required, IDV will prepare a budget in relation to an assignment,which will briefly indicate the proposed method of working and estimate a price.

5.2 The budget shall contain a breakdown by fee (based) on the hourly rates charged by IDV and all additional costs.

5.3 If certain costs or cost items cannot be foreseen when drawing up the budget, because they depend, for example, on the progress of the project or on quotations from third parties or otherwise cannot be predicted with certainty, they may be included on a pro forma basis. They will then be passed on retrospectively and reasonably.

5.4 The budget may be amended by IDV if and insofar as it is based on circumstances or facts, which have subsequently changed.

5.5 Client shall sign and return IDV's estimate for approval within five working days of its dispatch to IDV.

5.6 If work is performed by IDV at the request of the client before the budget approval procedure referred to here has been completed, IDV will be entitled to pass on its fee and costs in all reasonableness, even if they are not included in the budget or an approved budget does not materialise at all.

Article 6 Prizes

6.1 All prices are exclusive of VAT, transport costs and postage.

6.2 Quoted prices are based on prices, wages and levies applicable at the time of the offer or quotation.

6.3 IDV may, without the consent of the client, pass on to the client all price increases of third parties, such as changes in exchange rates, labour wages, cost prices of raw materials, materials, parts transport, insurance premiums, as well as fiscal charges, social insurance premiums, import duties and other government imposed or to be imposed levies which become known after the quotation.

6.4 Costs of any additions and/or amendments to the agreement required by the client after the conclusion of the agreement shall be borne by the client.

Article 7 Execution and delivery

7.1 IDV will fulfil the assignment to the best of its ability and from its professional insight.

7.2 If the client's briefing gives rise to this and various possibilities need to be explored by IDV before a final proposal can be arrived at, this work will be included in the contract, based on the final proposal.

7.3 The services and associated goods are delivered at the place where IDV is located.

7.4 Transfer of ownership of any goods delivered shall take place by delivery and full payment. The risk is with the customer from delivery onwards.

Article 8 Time schedule

8.1 The time schedule to be given by IDV regarding the assignment shall only serve as an indication and shall not be regarded as deadline(s).

8.2 Non-timely delivery of any part does not give client the right to dissolve the contract or to claim damages, unless the specific importance of a certain period of time has been established in writing by client in advance and accepted by IDV.

8.3 Even in case of a specific interest of a certain deadline, as referred to in 8.2, IDV will not be liable for late delivery when it is caused by circumstances,which are beyond IDV's control.

Article 9 Advertising

9.1 If the delivered goods show visible defects upon delivery, the client is obliged to complain in writing without delay.

9.2 Concerning defects which were not visible at the time of delivery, the customer is obliged to lodge a written complaint immediately after detection of the defect.

9.3 Complaints that are not made in writing and in time as described in article 9.1 and 9.2 need no longer be dealt with by IDV.

Article 10 Suspension

IDV is at all times entitled to suspend the execution of the assignment, in case client is in default with any obligation towards IDV, including the provision of the requested security pursuant to article 20.5.

Article 11 Multiple orders for the same project

If the client wishes to simultaneously give the same assignment to several design or marketing communication agencies, he should inform IDV thereof in advance. The client is also obliged to do so if he has already given the same assignment to another designer/design agency.

Article 12 Accuracy of data

IDV may rely on the accuracy or completeness of the data as provided by client in the assignment/briefings. Client shall be liable for any harmful consequences resulting from inaccuracies or incompleteness.

Article 13 Production supervision

13.1IDV will supervise the execution of any orders to be given by or on behalf of the client to graphics or other (production) companies.

13.2 Unless explicitly agreed otherwise in writing, IDV shall never be an independent party to such an agreement with a production company. IDV may represent client vis-à-vis a production company insofar as this is appropriate within reasonable performance of the assignment and has been confirmed in writing.

13.3 Before final consent to production is given, IDV must have approved in writing the final proof, revision proof or prototype.

13.4 Even if work by IDV on production supervision is not separately included in the budget, it will be reimbursed by client.

Article 14 Media contracts

All media contracts are entered into after order of client by and in the name of IDV. Client is obliged to purchase the agreed contract quantity in full at the prevailing price through IDV.

Article 15 Copyright, etc.

15.1 The copyright, right of drawing or model or any other intellectual property right relating to any design (preliminary or final) any (working) drawing, model or other formations, is vested in IDV.

15.2 Unless otherwise agreed in writing, by accepting the order and without prejudice to the provisions of sub 15.3, the client only acquires the right to one-time use for the purpose and to the extent specifically envisaged between the parties at the time of acceptance of the order.

15.3 Customer will not be entitled to any use of any property subject to IDV's intellectual property rights as referred to in 15.1 until full payment of all amounts due to IDV has been made. If the aforementioned use takes place before the term of payment has expired, IDV will retain the rights mentioned in article 15.1 and the transfer mentioned in article 15.2 will only take place after full and timely payment of the amount claimed by IDV.

15.4 The client is not permitted to make changes (or have changes made) to a design by IDV without IDV's prior written permission. IDV will not refuse this permission on unreasonable grounds, but will also have to be given the opportunity to carry out such changes (or have them carried out) on its usual terms.

Article 16 Originality

IDV guarantees that the works it has created are original and that it can dispose of the relevant rights relating to use, as defined in the order.

Article 17 Attribution

17.1 Unless this is excluded in writing, IDV is entitled to sign its designs or to mention its name or have its name mentioned in the colophon or on a title roll or otherwise, provided this is done in a customary manner.

17.2 If IDV so wishes, the work to be reproduced will be marked with the symbol (c) or (r), as appropriate, stating the name of IDV and the year of first publication or the year and/or number of an international deposit.

Article 18 Promotional use

IDV shall, without prejudice to what shall be agreed with respect to the rights, be entitled to use its design for the purpose of its own promotion and/or publicity. It will only require the client's permission to do so if the client has not yet proceeded to use the design, which permission will not be refused on unreasonable grounds.

Article 19 Termination/termination of agreement

19.1 In case client falls short in the fulfilment of his commitment, IDV is authorised to dissolve or partially dissolve the contract if performances have already been performed in the execution of the contract. All claims as then not invoiced shall be immediately due and payable as a result of the dissolution, without prejudice to IDVS's authority to claim damages - including the loss of profit expected by IDV - and shall be paid by the client immediately.

19.2 Notwithstanding the provisions of the preceding paragraph, IDV may partly or fully terminate the agreement with immediate effect without judicial intervention by means of a written notification, if client is declared bankrupt - whether or not at its own request - and in case of termination or liquidation of the activities of client. IDV shall never be obliged to pay any compensation on account of such termination.

19.3 If performance of the contract or assignment is not possible due to a shortcoming attributable to IDV, IDV has the option of returning the order, in which case it will be entitled to the costs it has incurred up to the moment of force majeure with respect to the contract with client.

Article 20 Payment

20.1 All payments must be received within fourteen days of the invoice date, unless otherwise agreed in writing.

20.2 As soon as and as long as the client has not paid in time all that is due, the client shall be in default and shall owe - without any reminder or notice of default being required from IDV - the statutory interest plus a penalty percentage of 2% from the date on which payment should have been made until the date of actual payment.

20.3 All extrajudicial costs incurred by IDV in collecting the amount due shall be borne by the client. The extrajudicial costs shall be deemed reasonable and shall in any case be set at the amount due pursuant to the scale of charges of the Dutch Bar Association, without prejudice to the obligation of the client to pay the actual costs if these are higher than the amount due pursuant to the aforementioned scale.

20.4 Payments shall be made to the bank account or giro account indicated by IDV or otherwise.

20.5 IDV is entitled at all times, irrespective of what has been agreed with respect to payment, to demand security for the fulfilment of the client's financial obligations, including a bank guarantee, and the client shall reasonably cooperate.

20.6 In case projects/orders last more than 3 months, IDV reserves the right to charge the client for the costs incurred up to that time (partial invoice).

Article 21 Delivery of material

All materials pertaining to the order which are to be made available to the client within the framework thereof, will be transferred to the client at his first request, but only after the client has fulfilled all his obligations towards IDV. The same applies to client in respect of materials of IDV (such as working drawings, artwork etc.) insofar as not otherwise agreed.

Article 22 Liability/damage limitation

22.1 Client shall indemnify IDV against any liability to third parties for defectiveness of any product produced on the basis of IDV's design, except in the case of a defect in its design reasonably known to IDV at the time of design.

22.2 In any case, IDV shall never be liable either to client or to third parties for any consequential or other damage. Without prejudice to the above, the amount of damage to be compensated by IDV shall never exceed the amount agreed upon and/or charged to client for that work.

22.3 Without prejudice to the provisions of Article 12, the client shall at all times remain responsible and shall indemnify IDV in respect of any damage or claim arising from incorrect or incomplete description or mention of products or components, all within the scope of the order.

Article 23 Confidentiality

IDV is obliged to treat as confidential all information from client which is known to it as confidential.

Article 24 Transfer

24.1 The rights and/or obligations arising from the agreements and these terms and conditions applicable to them cannot be transferred to third parties except with the prior written consent of the other party.

24.2 Contrary to the previous paragraph, IDV is entitled to transfer or assign its claims against the client arising from the contract to third parties as security without the client's consent.

Article 25 Applicable law/competition

25.1 Dutch law shall apply to the exclusion of any other law.

25.2 All disputes arising from any agreement between IDV and client will be submitted to the judgement of the competent court in the district where IDV is established.

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