Article 1: Applicability of Terms and Conditions
These terms and conditions are applicable to every offer, quotation, agreement and/or contractual legal relationship between “Contractor” and “Client”, excluding any general or other terms and conditions of the Client. Deviation from these terms and conditions is only allowed with explicit consent and written agreement between both parties. The present terms and conditions are also applicable to proceedings by the Contractor, in the context of the contract, engaging third parties. These terms and conditions are also what the Contractor’s employees are submitted to.
- The Client is defined as: the party providing the contract for the proceeding activities.
- The Contractor is defined as: Green Minds, Established in Amsterdam at De Kempenaerstraat 34 – 4, 1051CP.
- The contractual legal relationship is defined as: everything that Green Minds makes/undertakes c.q. has to make/undertake, for the purpose of the client within the framework of the contract provided to Green Minds.
- The contract is defined as: the agreement to the contract on grounds of article 7:400 of the Dutch Code of Civil Procedure wherein the Contractor, in a supplemental way from the employment contract, commits itself to the Client and whereby the Contractor performs the agreed upon activities for the Client.
Article 2: Quotation, offers and agreement
2.1 Quotations and offers are non-committal and will be valid for two months. Quotation estimations can undergo adjustments due to unforeseen changes in proceeding activities. Rates agreed upon here are not automatically applicable to future contracts.
2.2 Contracts are to be confirmed in writing by the client. In the case that the Client neglects to do so, but nonetheless agrees with Green Minds about starting the execution of the contract activities, then the quotation will be upheld as agreement. Further verbal agreements and stipulations are binding Green Minds after Green Minds has provided written confirmation.
2.3 Every agreement for the execution of activities by Green Minds with the Client incurs for a specified period of time, unless parties have mutually agreed otherwise.
2.4 With every agreement without a specified period of time, parties will discuss a notice period for termination of the agreement. There must be a notice period of at least 2 months for termination of agreement.
Article 3: Execution of the agreement Green Minds shall endeavor as meticulous and independent execution of the contract as possible, look after the interests of the Client and strive to realize a viable result for the Client. Green Minds shall keep the Client up to date to the extent necessary for the progression of activities.
3.1 The Client is held accountable to do that which can be reasonably necessary and/or desirable for Green Minds to enable timely and proper delivery. Timely and proper delivery means: the timely (getting) delivery of full, adequate and clear information on materials (input). When the Client delivers the necessary information and details too late (e.g. delivery of the necessary input after the deadline that was set), the Contractor has the right to suspend and/or delay execution.
3.2 In the case Green Minds does not receive timely, full, adequate and clear input from the Client, and the adjusted input is or briefing is compelled to be performed by execution of additional activities, these activities need to be rewarded separately, based on the rates applied by Green Minds.
3.3 The terms by which Green Minds upholds for the completion of the contract/assignment is an approximation and never a definitive term, unless from the nature and/or content of the agreement indicates otherwise. By the exceeding of a term the Client has to give the Contractor a written notice of default and offer a reasonable term for still completing the given agreement.
3.4 Contractor has the right to let certain activities be performed by third parties. The applicability of article 7:404, 7:407 section 2 and 7:409 Dutch Code of Civil Procedure are explicitly excluded.
Article 4: Rights to intellectual property and copyrights
4.1 Unless otherwise agreed in writing, all rights of intellectual property from the assignment belong to Green Minds, as far as such rights are able to be obtained through filing or registration, only Green Minds is authorized to do so. Delivery within the framework of the agreement by the Contractor will remain property of the Contractor until the Client has duly met all commitments of the agreement(s) with the Contractor.
4.2 Upon inspection by Green Minds production resulting from the Client, him/herself has the right to inquire whether there are possible conflicts with the rights of others. Upon the discovery of conflict with the rights of others, Green Minds must alter the result at the expense of the Client.
4.3 Unless the work is not suitable for that purpose, Green Minds is at all times authorized to use her name on all materials. The Client is not allowed to publish or duplicate the works without mentioning the name of Green Minds without prior authorization.
Article 6: Honoraria, expenses and declarations
The honoraria en declarations of Green Minds are based on hourly rates that have been made known to the Client, or on a mutually agreed upon (month or project) fee unless another way of compensation is agreed upon. Green Minds is authorized to adjust her rates through indexation of 4% based on inflation, no more than once a year.
6.1 Increases as indicated in the last paragraph are to be calculated after discussion and being made clear to the client in writing. In the event that there is a preliminary agreement on working with an estimate based on hourly rates, Green Minds commits itself to take this estimate into account, undiminished however by article 6.1. a set relevant office expenses or costs of third parties. Deviation in case of such an estimate is only allowed in relation to the above-mentioned indexation, or in the event of intermediate adjustments to the assignment by the Client. All calculated and estimated honoraria and retainer fees are excluding VAT. Green Minds is still part of the KOR and does not have to deduct BTW/VAT. As soon as that is the case, it will be communicated to the client.
6.2 Undiminished by the content of article 6.1: Green Minds has to inform the Client in a timely and reasonable manner in the event that the approved estimate is exceeded by Green Minds (and this can be foreseen).
6.3 Green Minds is entitled to demand an advance payment on her honorarium, retainer fees, and recharged costs of third parties from the Client. The height of the amount will be mutually agreed upon.
6.4 Green Minds will declare monthly the owed honorarium/retainer fee, office expenses and costs of third parties of the past month unless otherwise agreed upon with the Client. By mutual agreement the paid advance can diminish these charges.
6.5 Declarations are to be met within 14 days after the invoice date. By failing to pay that which is owed in time, the Client is legally in default.
6.6 Unless agreed upon otherwise in writing, the Client will make the owed payments to Green Minds without discount or clearance. The Client is not authorized to suspend the payment of already performed activities.
6.7 When the payment is not timely in the account of Green Minds, Green Minds has the right to suspend her activities, where the payment obligations remain applicable.
6.8 In the event that the Client defaults on their payments of any amount, they owe Green Minds interest for late payment on the amount owed.
a) This interest on late payment is equal to the trade interest ex article 6:119a Dutch Code of Civil Procedure.
b) In case the Client is a natural person (e.g. a human being, naturally born), then the interest on late payment is equal to lawful interest ex article 6:119a Dutch Code of Civil Procedure.
c) If the Client is defaulting one or more of his obligations, then the costs for obtaining the extrajudicial settlement are charged to the Client. These extrajudicial collection expenses are to be fixed at 15% of the unpaid amount, with a minimum of € 50, -.
6.9 All expenses made by Green Minds, such as litigation costs and extrajudicial and judicial expenses, including the costs of legal counsel, bailiffs and debt collection agencies, made in relation to the late payments, are to be charged to the client.
Article 7: Cancellation and termination of the contract
7.1 With each agreement, the following applies:
a) The agreement can only be terminated by the Client in case there are unusual and unforeseen circumstances as determined in article 6:265 of the Dutch Code of Civil Procedure. Examples given: moving abroad, bankruptcy, etc.
b) Aside from that the agreement can be cancelled by the Client, as is legally determined in article 6:265 of the Dutch Code of Civil Procedure, when the other party – in this case Green Minds – inadequately performs her duties (in other words when agreements are not fulfilled). These inadequacies must justify the cancellation and may therefore not be minor shortcomings. Aside from that the inadequacy needs to be in lasting compliance of temporarily impossible or the opposing party needs to be ‘defaulting’. In the event of defaulting on the basis of the law, it is constituted when strict deadlines have been exceeded, when the opposing party is in default, or when the opposing party itself indicates/communicates not in a timely matter to fulfill its duties.
Article 8: Warranties & Disclaimers
8.1 Green Minds guarantees that the materials provided are by her design and that copyrights rest on the design, she is the maker in the sense of Copyright law and can take possession as copyright owner of the works.
8.2 Green Minds shall carefully handle the matters entrusted to her by the Client, but accepts no form of liability in relation thereto as for example the losing, damaging, destroying, or disappearance of item entrusted to her by the Client. The Client is deemed to take this into their own account and insure the risks on the in the article intended goods.
8.3 The Client safeguards Green Minds and engaged persons on all claims by third parties resulting from the application of the result of the assignment.
8.4 The Client safeguards Green Minds on claims with relation to rights of intellectual property by the Client provided material or information that will be used in the execution of the assignment.
Article 9: Confidentiality and responsibility
9.1 Green Minds commits herself to that which in the execution of her activities comes to knowledge and whereof she is deemed to acknowledge its confidentiality, to keep confidential, unless that information through no fault of Green Minds is already publicly accessible. Only with authorization of the Client and/or on grounds of her only legal obligations Green Minds is allowed to breach these confidentialities.
9.2 Green Minds assesses her activities according to generally applicable legal regulations and standards and the generally applicable rules and customs in the industry.
a) The ultimate responsibility for the contents of the communicative expressions in the framework of execution of the assignment rest on the Client.
b) In the case a complaint is filed against the Client, then the Client decides on the manner of defense against this in consultation with Green Minds.
c) In the case Green Minds (also) is addressed judicially, Green Minds has the right to independently, potentially independent of the potential defense of the Client, defend herself. The Client is held accountable for reasonable compensation of expenses made in relation to the defense.
Article 10: Liability
The Client is accountable for the correctness, completeness and trustworthiness of the data and information made available to Green Minds, even if these come from third parties, as far as the nature of the agreement does not conclude otherwise.
10.1 Due to delay in the execution of the agreement resulting extra time and expenses, not timely or not reasonably availability of requested information and/or unobtrusive, are charged to the Client. Green Minds is not liable for damages, of any nature, due to Green Minds assuming the Client provided incorrect and/or incomplete information.
10.2 Green Minds is in no case liable for company-, resulting- or indirect damages, except in case of intentional or conscious recklessness by Green Minds or one of her managerial subordinates. The liability of Green Minds towards the Client in the before mentioned cases restricted to the honorarium that Green Minds accrues for the part of the executed assignment that has resulted in the occurrence of damage.
10.3 Green Minds is exclusively liable for direct damages caused by an accountable shortcoming by Green Minds in compliance with one of the fundamental obligations she has towards the Client.
10.4 Green Minds is not liable for deviations, errors and defects that remained unnoticed in the samples approved or adjusted by the Client.
10.5 Green Minds is not liable for damage of properties or other means in relation to the execution of the assignment for the Client or for third parties, herein included but not limited to the employees of the Client or the engaged third parties. The Client is required to adequately insure himself and remain insured in relation to the liability that lays on him according to this article.
10.6 Every liability is voided for the course of one year from the moment the assignment is completed.
10.7 The Client is held reasonable for keeping copies of materials and information provided by him to himself until the assignment is completed. In the case that the Client neglects to do so, Green Minds cannot be held accountable for damages that may occur from the existence of these copies.
10.8 Every liability is voided by the course of one year from the moment the assignment is completed.
10.9 The Client is held reasonable for keeping copies of materials and information provided by him to himself until the assignment is completed. In the case that the Client neglects to do so, Green Minds cannot be held accountable for damages that may occur from the existence of these copies.
Article 11: Adjustment terms and conditions
11.1 These terms and conditions and rates can be adjusted by Green Minds. However, these adjustments shall be handed over to the Client for a statement of agreement.
11.2 When the terms and conditions and/or rates are adjusted these changes are not applicable to ongoing projects, unless agreed upon otherwise.
Article 12: Other stipulations
12.1 The Client is in no way allowed to hand over an agreement made with Green Minds to a third party, other than with the transferal of his/her entire company or with authorization by Green Minds.
12.2 Parties are held by facts and circumstances, that if in the framework of the assignment to the other party, it comes to their knowledge, to be treated as confidential. Third parties who are involved in the execution of the assignment, shall with respect to these facts and circumstance be bound to the same confidentiality agreement.
12.3 The markings in these terms and conditions only serve to increase the readability and are of no part to these terms and conditions.
12.4 In the event that the Client adjusts their contact information, the Client has to inform Green Minds of their new contact information prior to the adjustment.
12.5 After the completion of the agreement with Green Minds the use of the name and/or logo of Green Minds by the Client may not result in harm or damage to the name or identity of Green Minds.
12.6 On the agreement between Green Minds and Client, Dutch law is applicable. The court to rule on disputes between Green Minds and the Client is the authorized court in the district Green Minds is established in.