Article 1 Definitions

In these general terms and conditions, the following terms with the following meanings are used, unless explicitly stated otherwise:

“We”, “Us” or “Our”: Eamon Alexander Quinlan, trading under the name Panoversal, residing in (3904 KH) Veenendaal at Boslaan 2, telephone number 0624676742 and e-mail address: hello@panoversal.com, registered with the Chamber of Commerce under number 73939145.           .

Other party and / or client: any natural or legal person who has entered into or wishes to conclude an agreement with our company, if applicable. representative, agent, assignee and heirs.

Agreement: the agreement (of assignment) between us and the other party, which is characterized by an obligation to use best endeavours on our part and, unless expressly agreed, does not entail an obligation of result.

Article 2 General

1. Only these terms and conditions apply to all our offers, agreements and the implementation thereof. Deviations must be expressly agreed with us in writing.

2. These terms and conditions also apply to all agreements concluded with us for the implementation of which third parties must be involved.

3. The most recently filed version of the general terms and conditions or the version that applied at the time of the conclusion of the agreement always applies. We are authorized to make changes to these terms and conditions, after which the amended general terms and conditions will apply.

4. Applicability of general terms and conditions of the other party is expressly rejected, unless otherwise confirmed by us in writing.

5. If one or more provisions in these general terms and conditions are null and void or should be annulled, the other provisions of these general terms and conditions remain fully applicable.

6. We can set conditions if communication between the parties or legal acts takes place by e-mail.

Article 3 Offers

1. All offers made by us, in whatever form, are without obligation, unless explicitly stated otherwise or a term for acceptance is included therein.

2. Unless stated otherwise in the quotation, all quotations are valid for 30 calendar days from the date of the quotation.

3. We assume that the other party guarantees the authority of its employees through whom the agreement is concluded, the correctness and completeness of the designs, specifications, (electronic) files and other data on which we base our offer.

4. If a natural person concludes an agreement on behalf of or at the expense of the principal, he declares – by signing the contract – that he is authorized to do so. In addition to the principal, this person is jointly and severally liable for all obligations arising from the agreement if the principal invokes his lack of competence.

5. A composite quotation does not oblige us to perform part of the assignment for a corresponding part of the stated price.

6. Offers or quotations do not automatically apply to future assignments.

7. If we have had to incur costs in order to be able to make an offer to the other party, we have the right to charge these costs to the other party.

Article 4 Establishment of the agreement

1. Subject to the provisions of paragraph 5, the agreement is concluded at the time of acceptance of the offer and compliance with the corresponding conditions.

2. If the other party allows us to start the performance of the work without explicitly accepting our offer, the other party will be deemed to have tacitly accepted this offer.

3. If the offer has been accepted electronically, we will electronically confirm receipt of the acceptance of the offer with which the agreement has been concluded.

4. If the agreement is concluded electronically, we will take appropriate technical and organizational measures to secure the electronic transfer of data and we will ensure a secure web environment.

5. We can – within legal frameworks – check information whether the other party can meet its payment obligations, as well as all those facts and factors that are important for a responsible conclusion of the agreement. If, on the basis of this investigation, we have good reasons not to enter into the agreement, we are entitled to refuse an assignment or to attach special conditions to the execution.

6. We can stipulate a prepayment. In that case, the other party cannot assert any rights regarding the request for the provision of service(s) before the stipulated advance payment has taken place.

Article 5 Implementation of the agreement

1. The other party is obliged to provide us in a timely manner with all information and documents that are necessary for the correct execution of the agreement and will, on request, allow us to inspect and provide a copy of the administration and the documents included therein during and after completion of the work that can relate directly or indirectly to the activities.

2. If the information required for the implementation of the agreement is not provided to us in time, we have the right to suspend the implementation of the agreement and / or charge the additional costs resulting from the delay to the other party according to the usual rates.

3. We are entitled upon or after entering into the agreement, before performing (further) performance, to require security from the other party that both the payment and other obligations will be fulfilled.

4. We will make every effort to provide the services with due care in accordance with the agreements and procedures laid down in writing with the other party. All our services are performed on the basis of a best efforts obligation, unless and insofar as we have expressly promised a result in the written agreement and the result concerned has also been described with sufficient certainty.

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

6. If we carry out work on location at the other party or use the computer systems and telephone networks of the other party, the other party must (at its own expense) arrange for the necessary access, security procedures, virus controls, facilities, permits and permissions and the other party must also ensure that our employees are provided with adequate work space and other facilities that are necessary to carry out the work and that meet the (legal) requirements to be imposed on it.

7. If it has been agreed that the agreement will be executed in phases, we can suspend the execution of those parts that belong to a following phase until the other party has approved the results of the preceding phase in writing.

8. If a service agreement has been entered into with a view to performance by a specific person, we are always entitled to replace this person after consultation with the other party by one or more other persons with the same or comparable qualifications.

9. The employees to be deployed by us will have the qualifications agreed in writing with the other party.

10. If we consider this necessary or desirable for the correct execution of the assignment given to us, we are authorized to engage third parties in the performance of the agreement, the costs of which will be passed on to the other party. The applicability of art. 7: 404, 7: 407 paragraph 2 and 7: 409 BW is expressly excluded. We will exercise due care when engaging third parties.

11. If we or third parties engaged by us carry out work in the context of the assignment at the location of the other party or a location designated by the other party, the other party will provide the facilities reasonably desired by those employees free of charge.

12. The other party indemnifies us against any claims from third parties who suffer damage in connection with the performance of the agreement, which is attributable to the other party.

13. Assignments to graphics companies or other (production) companies relating productions developed by us for the benefit of the client may be issued by us in the name and at the expense of the client but, unless expressly agreed otherwise in writing, we will never make us an independent party to the resulting assignments.

14. We will only represent the client in such assignments insofar as this is appropriate within a reasonable performance of the assignment and has been confirmed in writing. In that case we will supervise the execution of those assignments on behalf of the client.

15. We are not obliged to update oral or written advice, reports or results of the work as a result of events that occurred after the delivery of the final version of the advice, report or results.

16. The advice, opinions, expectations, forecasts and recommendations given by us cannot under any conditions or circumstances be taken as a guarantee about future events or circumstances.

17. Unless otherwise agreed in writing, the use that the other party makes of advice issued by us is always at the expense and risk of the other party.

Article 6 Delivery

1. All (delivery) periods and (delivery) dates stated or agreed by us have been determined to the best of our knowledge on the basis of the information known to us when the agreement was concluded.

2. Interim (delivery) dates stated by us are always target dates, are not binding and are always only indicative in nature.

3. We make every reasonable effort to observe final (delivery) periods and final (delivery) dates as much as possible. If any term is likely to be exceeded, we will consult with the other party to discuss the consequences of the exceedance for further planning.

4. If a term has been agreed within the duration of the agreement for the completion of certain activities, this is never a strict deadline. If the implementation period is exceeded, the other party must give us written notice of default.

5. Where appropriate, the burden of proof that the services and the results of the services do not comply with what has been agreed in writing or with what may be expected of a reasonably acting and competent contractor, entirely lies with the other party, without prejudice to our right to prove the contrary by all means.

Article 7 Conformity and warranty

1. If we deliver goods or products, they must have the properties that the other party can expect under normal use on the basis of the agreement (conformity). This also applies to special use insofar as this is provided for by the parties when concluding the agreement.

2. The right to replacement does not accrue to the other party insofar as the defect can reasonably be repaired.

3. A guarantee on the products delivered by us is only granted if this is stipulated in our offer. If a further guarantee is given to us by the manufacturer of the goods, this guarantee also applies to the other party.

4. Guarantee provisions are only valid given the appropriate use of the delivered goods or of the work performed and insofar as maintenance, repair and possibly adjustments are carried out by us.

5. The other party is obliged to behave with due diligence, including, for example, that the item is properly and adequately maintained and handled judiciously, in accordance with the instructions for use / manual. Faults must be reported to us immediately and the other party must also regularly check this.

6. Deviations to the delivered goods in terms of color, wear resistance, structure and the like, which are acceptable from a technical point of view according to applicable, customary standards or commercial practice, may limit or exclude the right to warranty and / or compensation.

7. Warranty expires as soon as:

a. use not in accordance with the instructions for use;

b. assembly / installation by the other party itself or third parties;

c. use of goods delivered by the client;

d. execution of instructions given by the client;

e. activities effecting the item carried out by the client or third parties;

f. disassembly or resale.

8. The warranty does not cover defects caused by external factors such as fire, short circuit, water damage, faults in the meter cupboard, lightning strike, vandalism, theft, damage by animals, extreme weather conditions and contact with chemical substances.

9. Costs of investigation into defects that do not appear to be covered by the warranty will be borne by the other party.

Article 8 Prices

1. Unless otherwise stated, our prices are:

– stated in Euro (€), any exchange rate changes will be passed on

– exclusive of VAT and other government levies

– exclusive of any travel and administration costs.

2. The parties can agree on a fixed fee when the service agreement is concluded.

3. If no fixed fee is agreed, the fee will be determined on the basis of the hours actually spent. The fee is calculated according to our usual hourly rates, valid for the period in which the work is performed, unless a deviating hourly rate has been agreed in writing.

4. If the assignment gives rise to this and various possibilities must be explored by us before a final proposal can be made, these activities will also be included in the agreement, based on the final proposal.

5. If parts of the assignment with regard to the price are only included as a memorandum or as an estimate (without amount), we will estimate these parts during the execution of the assignment and send this budget to the client. The client must sign these budgets for approval within five working days after sending and return them to us. Budgets that are not returned on time are considered approved, unless objected to in writing within that period.

6. If we carry out work at the request of the client before the aforemen-tioned approval procedure of the budget has been completed, we are entitled to pass on our fee and costs in a reasonable manner, even if these are not included in the budget or an approved budget is not at all up to stand.

7. Budgeted amounts in the order confirmation or as further detailed in a further budget, will not be further specified unless this proves necessary during the performance of the order because this part of the order cannot be carried out in accordance with the budgeted amount.

8. The fee and any cost estimates are exclusive of VAT, third party costs, travel expenses and travel time.

9. Unless otherwise agreed, the costs of transport, travel and accom-modation costs for activities outside the home location will be borne by the other party. The costs of futile travel will also be charged.

10. An amount of € 0.35 per kilometre is calculated as a kilometre allowance.

11. For assignments with a term of more than one month, the costs owed can be charged periodically.

12. If we agree on a fee or hourly rate with a counterparty, we are nevertheless periodically entitled to increase this fee or rate as is customary within our company.

13. In addition, we may increase the fee if it appears during the performance of the work that the originally agreed or expected amount of work was insufficiently estimated at the conclusion of the agreement to such an extent that we cannot reasonably be expected to perform the agreed work at the originally agreed fee. In that case, we will notify the other party of the intention to increase the fee or rate. We will state the size of and the date on which the increase will take effect.

14. The occurrence of additional work, exceeding 25% of the quotation amount, will be reported to the other party in writing as early as possible, but in any case prior to the execution thereof.

15. The other party is deemed to have agreed to the performance of additional work and the associated costs, unless the other party has informed us immediately after notification that it will not do so.

16. Additional work cannot lead to termination of the agreement. Additional work may affect the time of completion of the work.

17. In the event of an interim increase in cost price factors, we are entitled to increase the price accordingly, all this with due observance of any relevant statutory regulations.

18. For working hours outside normal working hours, we can calculate a rate of 150% of the applicable hourly rate.

19. If materials are made available by the other party for the performance of work, we have the right to include these in the order price up to a maximum of 20% of the cost price of the relevant materials to be calculated by us in comparable cases.

Article 9 Images, voice-over and music rights

1. The costs of acquiring licenses from third parties for copyright material that will be used in the performance of the agreement are for the client. Copyright material includes, but is not limited to, films, photos, software, corporate identity elements, stock images and compositions. These must be purchased from us.

2. We are entitled to charge the costs of the use of (stock) images or films for the assignment to the other party, even if this is not included in the quotation.

3. We charge € 25 per second with a minimum of € 750 excluding VAT for films that have been produced by or on behalf of us in consultation with the other party.

4. For certain assignments we use voice-overs, or recorded voices. These costs are additional costs that are not included in the quotation. Unless otherwise agreed in writing, these are invoiced separately by us.

5. For music that is used in a video production or online expression, the other party must pay a fee for the rights to a copyright organization such as Buma / Stemra, SENA, Stichting SYNC or a comparable organization. The Other Party is at all times ultimately responsible for the registration, compensation and payment of these copyrights.

6. The aforementioned copyrights are additional costs that are not included in the quotation. The amount of the fees is determined by the relevant copyright organization and is billed separately.

Article 10 Complaints

1. The other party is obliged to check the delivered goods immediately upon delivery for any shortages and / or damage (or have them checked).

2. Any complaints with regard to visible defects or invoices will only be dealt with by us if they have reached us in writing directly within 8 days after delivery of the relevant performance and / or after the invoice date, stating precisely the nature and grounds of the complaints.

3. Complaints regarding hidden defects will only be handled by us if they have reached us directly within 8 days after discovery, but no later than 3 months after delivery of the relevant performance, stating the nature and grounds of the complaints.

4. We are released from liability for defects that the other party should reasonably have discovered at the time of delivery, but did not report.

5. After the expiry of the term(s) referred to in the previous paragraphs, the other party is deemed to have approved the delivered goods or the invoice. Complaints will then no longer be handled by us.

6. If we consider a complaint to be justified, we are only obliged to still deliver the agreed performance.

7. Only if and insofar as the complaint is found to be well-founded, does this suspend the payment obligation of the other party that has not yet expired, until such the complaint has been settled.

8. If a complaint is made on time pursuant to this article, the other party remains obliged to accept and pay for the delivered goods. The delivered goods can only be returned after our prior written consent.

9. Legal claims based on complaints must be instituted within one year after the complaint under penalty of forfeiture.

Article 11 Payment

1. Unless otherwise agreed in writing, payment must be made within 30 calendar days of the invoice date in a manner to be indicated by us in the currency in which the invoice was made. The value day indicated on our bank statement is regarded as the day of payment.

2. We can send an electronic invoice to the other party for the amount owed by the other party. The other party agrees to electronic invoicing.

3. All payments made by the other party serve primarily to settle any interest and collection costs incurred by us and subsequently to settle the oldest outstanding invoice(s).

4. Objections to the amount of the invoice(s) do not suspend the payment obligation.

5. Complaints regarding the services provided do not suspend the payment obligation.

6. We have the option to charge a credit limitation surcharge of 2%. This surcharge is not due for direct payment.

7. In the event of liquidation, WSNP, bankruptcy or suspension of payment of the other party, our claims and the obligations of the other party towards us will be immediately due and payable.

8. If payment has not been made within the specified period, the other party will automatically be in default by operation of law and will owe a compound interest of 2% per (part of a) month on the outstanding amount from the invoice date.

9. All judicial and extrajudicial costs to be incurred will be borne by the other party. The legal costs also include all actual costs of legal and procedural assistance incurred during legal proceedings, which exceed the liquidation rate of our legal assistance provider. The extrajudicial collection costs amount to at least 15% of the amount owed by the other party, including the aforementioned interest, with a minimum of € 250.

Article 12 Change of agreement

1. If during the execution of the agreement it appears that for a proper execution it is necessary to change or supplement the work to be performed, then the parties will adjust the agreement accordingly in good time and in mutual consultation.

2. If the parties agree that the agreement will be amended or supple-mented, the time of completion of the performance may be affected. We will inform the other party of this as soon as possible.

3. If the change or addition to the agreement has substantial (financial and / or qualitative) consequences, we will inform the other party about this.

4. If a fixed fee has been agreed, we will indicate to what extent the change or supplement to the agreement will result in this fee being exceeded.

Article 13 Duration, cancellation, suspension and dissolution

1. The agreement between us and a counterparty is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties explicitly agree otherwise in writing. Cancellation must be effected by registered letter and in writing by the first of the month and with due observance of a notice period of one month. This notice period is one year if the order (partly) concerns the production of a periodic publication that appears four times a year or more often and six months if it concerns a periodic publication that appears less often.

2. Unless contractually stipulated otherwise, a fixed-term agreement cannot be prematurely terminated by the other party. The agreement will be tacitly renewed after the term for an indefinite period of time, unless the agreement is cancelled two calendar months before the termination date. As soon as the initial term of the agreement has ended, it can be terminated. This must be done by registered letter and in writing by the first of the month, with due observance of one month.

3. If the agreement is terminated prematurely in accordance with the contract by the other party, we are entitled to compensation because of the resulting and plausible occupancy loss, unless the cancellation is predominantly based on facts and circumstances that can be attributed to us. Furthermore, the other party is then obliged to pay the invoices for work performed and / or partial deliveries and the costs of third parties. The preliminary results of the work performed up to that point will therefore be made available to the other party subject to payment.

4. If the agreement is terminated prematurely by us in accordance with the contract, we will, in consultation with the other party, after prior payment, arrange for the transfer of work still to be performed to third parties, unless there are facts and circumstances underlying the cancellation. attributable to the other party.

5. If the transfer of the work entails extra costs for us, these will be charged to the other party.

6. We are authorized to suspend the fulfilment of the obligations or to dissolve the agreement if:

– the other party does not, not punctually or not fully comply with the obligations under the agreement;

– circumstances that come to our knowledge after the conclusion of the agreement give us good reason to fear that the other party will not fulfil its obligations or if there is good reason to fear that the other party will only partially or improperly fulfil its obligations;

– the other party was requested to provide security for the fulfilment of its obligations under the agreement when the agreement was concluded and this security is not provided or is insufficient.

7. In case the other party:

– is declared bankrupt, is placed under administration, the WSNP is declared applicable to him, enters into a surrender of estate, submits an application for suspension of payments or bankruptcy, or all or part of his properties are seized,

– dies or is placed under guardianship,

– discontinues or transfers his company or an important part thereof, including the contribution of his company to a company to be established or already existing, or proceeds to change the objective of his company, we have, by merely taking place of such a circumstance, the right to either terminate the agreement or to claim any amount owed by the other party on the basis of the agreed performance, immediately and without any warning or notice of default, all without prejudice to our right to compensation for lost profits, costs, damages and interest.

8. We are also authorized to dissolve the agreement or have it dissolved if circumstances arise of such a nature that fulfilment of the agreement is impossible or, according to standards of reasonableness and fairness, can no longer be required or if circumstances arise in such a manner that unaltered maintenance of the agreement cannot reasonably be expected of us.

9. If the agreement is dissolved, our claims against the other party are immediately due and payable. If we suspend the fulfilment of the obligations, we retain the claims arising from the law and agreement.

10. We always reserve the right to claim compensation.

11. If during the performance of the agreement we have made items available to the other party that are not part of the performance to be delivered, the other party is obliged in the event of cancellation or dissolution to keep these items in their original state, free of defects and return complete within 8 days. If the other party does not comply with this obligation, it will bear all costs arising from this.

Article 14 Liability

1. We are only liable insofar as determined by (Dutch) law.

2. Our liability is in any case limited to the amount that is paid out by our insurance in the case in question, but will in no case exceed the total amount of the order in question, with a maximum of € 7,500.

3. Subject to the generally applicable legal rules of public order and good faith, we are not obliged to pay any compensation for damage of any kind, direct or indirect, including loss of profits, damage to movable or immovable property, or to persons, either with the other party as with third parties.

4. Our liability for indirect damage, consequential damage, lost profit, lost savings, reduced goodwill, damage due to business interruption, damage as a result of claims from the other party’s customers, damage related to the use of items, materials or software prescribed to us by the other party of third parties and damage related to the engagement of suppliers prescribed to us by the other party is excluded. Our liability is also excluded for mutilation, destruction or loss of data or documents.

5. We are never liable for damage that has arisen or is caused by the use or the unsuitability for this of the delivered items other than for the purpose for which the other party purchased it and for which the delivered items are intended.

6. The other party indemnifies us against all consequences of acts or omissions that take place or have been found under our responsibility that infringe the rights of third parties and / or that cause or contribute to damage to third parties, insofar as the relevant violations or damage are caused by circumstances that may be attributed to the other party or belong to its sphere of risk, except insofar as the points of reference for attribution to us significantly outweigh the points of reference for attribution to the other party.

7. We are not liable for damage, of whatever nature, because we have relied on incorrect and / or incomplete information provided by the other party. The other party indemnifies us against all damage resulting from the lack of a necessary permission or license for the execution of the assignment and in that case remains obliged to pay.

8. We are not liable for damage as a result of non-delivery or late delivery of goods and / or services as a result of force majeure or if these are the result of circumstances that fall outside our sphere of risk or over which we have no direct influence.

9. The provisions of this article also apply to the benefit of all (legal) persons whom we use to execute the agreement.

10. All consequences of use by or under the responsibility of the other party of the delivered items are for the account of the other party, unless agreed otherwise. We are not liable if malfunctions are not automatically reported to us, nor for any disadvantage caused by a malfunction or loss of function.

11. With regard to products delivered by us, we are only liable for defects if the products concerned have been produced by ourselves and those products have been delivered directly to the other party in this condition, but only if the defects can be demonstrably attributed to our fault. If one or more products delivered by us are defective, our liability never extends beyond what we can hold the supplier of the relevant products liable for.

12. The other party indemnifies us against all claims from third parties due to product liability as a result of a defect in a product that has been delivered by the other party to a third party and that also consisted of goods delivered by us, except if and insofar as the other party proves that the damage is caused by those items or other materials.

13. We are not liable for any loss resulting from changes in legislation.

Article 15 Force majeure

1. Force majeure is understood to mean: any circumstance independent of the parties or unforeseeable circumstances as a result of which compliance with the agreement can no longer reasonably be expected by the other party in time, including strikes in our company.

2. The party that believes that it is or will be in a situation of force majeure must immediately notify the other party.

3. If, in our opinion, the force majeure is or will be of a temporary nature, we have the right to suspend the performance of the agreement until the circumstance causing the force majeure no longer occurs.

4. If, in our opinion, the force majeure situation is of a permanent nature, the parties can make an arrangement regarding the dissolution of the agreement and the associated consequences. In that case, the parties are not entitled to compensation for the damage suffered or to be suffered, unless explicitly agreed otherwise.

5. We also have the right to invoke force majeure if the circumstance that prevents (further) fulfilment occurs after we should have fulfilled our obligation.

6. In the event of force majeure, we are entitled to demand payment for that which has already been performed under the agreement.

Article 16 Intellectual property

1. Any use of the delivered work that has not been agreed will be considered an infringement of our copyright.

2. All intellectual property rights to the results developed or made available pursuant to the agreement or offer, including CDs, DVDs, photos, videos, advice, drawings, sketches, specifications, designs, estimates, reports, calculations, reports, contracts and other documents, as well as models, models, software, websites, etc., as well as preparatory material thereof, remain exclusively with us, even if the client or a third party, without a written transfer of the copyrights, publishes the work as coming from him as described in Article 8 of the Copyright Act.

3. We can only transfer intellectual property rights by deed. Without such a transfer, the client is not permitted to make changes to the results achieved by us as referred to in this article without our prior written consent. We will not withhold this permission on unreasonable grounds, but before doing so, we must be given the opportunity to carry out such changes ourselves or have them carried out ourselves.

4. We have, to the exclusion of everyone else, the right of realization, publication and reproduction.

5. It is not permitted to repeat or adapt the realization of a design of ours, even if it only concerns part of a design of ours, which may or may not yet be realized, without our express written permission.

6. When the other party fully complies with its obligations as a result of the agreement with us, it obtains an exclusive license to use the delivered goods insofar as this concerns the right of publication and duplication in accordance with the destination agreed upon in the order.

7. If no agreements have been made about the destination, the granting of the license will be limited to that use of the delivered items for which fixed plans existed at the time the order was given. These plans must be demonstrably made known to us before the conclusion of the agreement.

8. The license is only valid for use of the work in question by the other party itself or its legal successors.

9. If the parties have explicitly agreed that the other party may issue sublicenses to a third party, the other party can never assign more rights to this third party than it has obtained from us.

10. Unless explicitly stated otherwise, no license agreement exists for all services provided by us for use outside the Netherlands. The costs for permission or a license for use outside the Netherlands will, unless previously agreed, be invoiced separately in accordance with the applicable standards in the industry.

11. If a payment term has not yet expired, any use will automatically be deemed to take place under the resolutive condition that if the client does not pay (on time), we are entitled to stop any use or have it stopped.

12. The parties agree that they will not use each other’s name, trademarks, service marks, logos, trade names and / or ‘branding’ without the prior written consent of the other, on the understanding that we are entitled to mention the other party’s name and the performance of our work for marketing and advertising material, in order to indicate our experience, unless the other party itself has not (yet) proceeded to publication, as well as for internal purposes.

13. We are entitled to sign our designs, or have our name mentioned in the colophon or on a title scroll or otherwise, provided in a customary manner, and if we wish, the work to be reproduced will be, where applicable, provided with the copyright symbol, stating our name and the year of first publication, or the year and / or number of an international application.

14. The client indemnifies us against claims from third parties with regard to intellectual property rights on materials or data provided by the client that are used in the execution of the agreement.

Article 17 Confidentiality and privacy

1. Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. The party receiving confidential information will only use it for the purpose for which it was provided. Information is considered confidential if this has been communicated by a party or if this arises from the nature of the information.

2. If, on the basis of a statutory provision or a court decision, we are obliged to also provide confidential information to third parties designated by the law or the competent court, then we are not obliged to pay compensation and the other party is not entitled to dissolution of the agreement on the basis of any damage caused by this.

3. Confidentiality does not apply insofar as statutory or professional regulations, including but not limited to the notification obligation arising from the Money Laundering and Terrorist Financing Prevention Act and other national or international regulations with a comparable purport, impose an obligation to provide information on us or insofar as the other party has released us from the duty of confidentiality.

4. This article does not apply to confidential consultation with colleagues within our organization or with third parties to be engaged by us, but in that case subject to the same confidentiality obligations, if we consider this necessary for a careful execution of the agreement or for careful fulfilment, legal or professional obligations.

5. The other party indemnifies us against claims from persons whose personal data have been registered or are processed in the context of a personal registration by the other party or for which the other party is otherwise responsible under the law, unless the other party proves that the facts underlying the claim are solely attributable to us.

Article 18 Applicable law and competent court

1. All our offers, agreements and the implementation thereof are exclusively governed by Dutch law.

2. All disputes, including those considered as such by one party only, arising from or in connection with the agreement to which these terms and conditions apply or the relevant terms and conditions themselves and their interpretation or implementation, both of a factual and legal nature, will be settled by the competent civil court within whose jurisdiction our place of business is located.

3. The parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.

4. We are nevertheless entitled to have the dispute settled by arbitration, in which case we will inform the other party thereof in writing. The costs will then be borne by the parties as determined by the arbitrators.