BioMed Visuals Terms & Conditions
Brief summary for legal noobs like myself (not the official terms and conditions):
1.2 Quoted prices are valid for 2 months. After that, my rate may change. Also for new projects we start.
1.3 I prefer to get commission instructions confirmed in writing. Otherwise I may not remember correctly or forget entirely. You may as well 🙂
1.4 Please let me know if you asked other people to do the same work you would like me to do.
2.1 I will do my best with any project I agree to work on. I’ll keep you informed of my progress.
2.2 Please help me as best you can to finish the project at the agreed upon time. This means I expect you to get me any materials and information I need for the project. Otherwise I will buy them at your expense if I need them. (see 5.1)
2.3 I am never exactly sure how long a project will take and what the exact outcome will be.
2.4 I will send a final draft for you to check before anything gets printed or produced.
2.5 If something isn’t right about the project after it has been finished, please let me know within 30 days after completion.
3.1 I will have all rights to any works I produce …
3.2 … unless we have agreed otherwise in writing.
3.4 Please don’t publish or reproduce my work without acknowledgement.
3.6 Neither of us have to keep any materials and data after the project has been completed (unless we want to).
4.1 You will get exclusive license to publish the thing I will make for you, which means I won’t share the thing with anyone else for them to publish.
4.3 You won’t get license to use the product if we don’t finish the project or if you don’t pay me.
4.4 I get to use the product in my portfolio, as long as this does not bother you.
5.1 You will cover any additional costs I make to complete our project, such as travel expenses or research materials. If possible, I’ll let you know when I expect to make such expenses.
5.2 If the product is wrong because you didn’t give me the right instructions, materials or information, it’s not my fault.
6.1 Please pay me within 30 days of receiving my invoice.
7.1 If the project gets cancelled, please pay me for the work I had put in before cancellation.
7.6 If we work on similar projects for a long time, the initial agreement will remain valid indefinitely or until we change or cancel it.
8.2 Please don’t hold me responsible for any damage my product may do to you if you choose to use it.
10.2 Both of us keep our project confidential until after it has been completed.
For more details and legal language, read below.
I look forward to working with you 🙂
- AGREEMENT, OFFERS AND CONFIRMATION
* 1.1 These General Terms and Conditions apply to the exclusion of any purchase or other conditions – of the client to the preparation, content and performance of all agreements between the client and the contractor (BioMed Visuals).
* 1.2 All offers are valid for two months. Prices quoted may be subject to change owing to unforeseen changes in the work. Prices are exclusive of VAT and other government levies. The rates and offers quoted will not automatically apply to future commissions or offers.
* 1.3 Commissions must be confirmed by the client in writing. If the client fails to do so but consents to BioMed Visuals commencing the work commissioned, the terms of the offer will be deemed to have been agreed upon. Any subsequent oral agreements and stipulations will not be binding on BioMed Visuals unless she has confirmed them in writing.
* 1.4 If the client wishes to commission identical work to a party other than BioMed Visuals or has already commissioned that work to another party, he must inform BioMed Visuals accordingly in writing, stating the names of those other parties.
- PERFORMANCE OF THE AGREEMENT
* 2.1 BioMed Visuals must make every effort to perform the work commissioned carefully and independently, to promote the client’s interests to the best of her ability and to achieve a result that is useful to the client. To the extent necessary BioMed Visuals must keep the client advised of the progress of the work.
* 2.2 The client must do any and all things that are reasonably necessary or required to enable BioMed Visuals to deliver punctually and properly, in particular by supplying (or causing the supply of) complete, sound and clear data or materials in a timely manner.
* 2.3 Terms quoted by BioMed Visuals for completion of the design, product or performance are approximations only, unless the nature or content of the agreement requires otherwise. If the stipulated term is exceeded, the client must give BioMed Visuals notice of default in writing.
* 2.4 Prior to production, reproduction or publication, each party must give the other the opportunity to check and approve the final draft, prototype or galley proofs of the design. If BioMed Visuals is to place orders with or give instructions to manufacturing companies or other third parties, whether or not in the client’s name, the client must confirm his aforesaid approval in writing at BioMed Visuals request.
* 2.5 Any complaints to BioMed Visuals must be filed in writing at the earliest possible time but not later than within 30 days after completion of the work commissioned, failing which the client will be deemed to have accepted the work commissioned in its entirety.
- INTELLECTUAL AND OTHER PROPERTY RIGHTS
* 3.1 The client retains all right, title, and interest in and to his own data, materials and information provided to BioMed Visuals for the purposes of performing the work commissioned.
* 3.2 Unless otherwise agreed, all intellectual property rights arising from the work commissioned – including patents, design rights and copyrights – will vest in BioMed Visuals. If any of such rights can be acquired only by registration, BioMed Visuals will have the sole and exclusive power to effect such registration.
* 3.3 Unless otherwise agreed, the work commissioned does not include conducting searches for the existence of rights, including patents, trademark rights, drawing or design rights, copyrights or portrait rights of third parties. The same applies to any investigation into the possibility of such forms of protection for the client.
* 3.4 Without BioMed Visuals prior authorization the client may not publish or reproduce the work without identifying BioMed Visuals by name.
* 3.5 Unless otherwise agreed, all design drawings, illustrations, drafts, design sketches, texts and other materials or (electronic) data files made by BioMed Visuals in the course of executing the design will remain BioMed Visuals property, irrespective of whether they were made available to the client or to third parties.
* 3.6 Upon completion of the work commissioned, neither the client nor BioMed Visuals will have any obligation to retain any of the materials and data used.
- USE AND LICENCE
* 4.1 Once the client has fulfilled all his obligations under the agreement with BioMed Visuals, he will acquire an exclusive license to use the design solely for purposes of publication and reproduction as such purposes were agreed when the work was commissioned. If no such specific purposes have been agreed, the license will be limited to that manner of use of the design on which firm intentions existed on the date when the work was commissioned. Such intentions must have been verifiably stated to BioMed Visuals prior to the conclusion of the agreement.
* 4.2 Without prior written approval from BioMed Visuals, the client will not be entitled to any use of the design that is broader or different from the use agreed. In the event of broader or different use on which no agreement was reached, including any amendment, mutilation or infringement on the provisional or final design, the designer will be entitled to compensation due to infringement of her rights of at least three times the agreed fee, or a fee that is reasonably and fairly proportional to the infringement committed, without prejudice to the designer’s right to claim reimbursement of the damage actually incurred.
* 4.3 The client will not (or no longer) be permitted to use the results made available and any license granted to the client in the context of the work commissioned will lapse:
- from the moment that the client fails to fulfil his payment or other obligations under the agreement or to do so in full, or is otherwise in default, unless the default is insignificant by reference to the overall scope of the work;
- if the work commissioned is terminated early for any reason whatsoever, unless the consequences are contrary to the principles of reasonableness and fairness.
* 4.4 BioMed Visuals may use the design at his discretion for her own publicity or promotional purposes, with due observance of the client’s interests.
- FEES AND ADDITIONAL COSTS
* 5.1 In addition to payment of the agreed fee, BioMed Visuals will be entitled to reimbursement of any costs incurred by her in the performance of the work commissioned, such as travel costs and acquisition of source materials.
* 5.2 If BioMed Visuals is required to perform more or other work due to late delivery or non-delivery of complete, sound and clear data and/or materials, or any change or error in instructions or briefings, such additional work will be charged separately on the basis of BioMed Visuals’ usual fees.
* 6.1 Payments must be made within 30 days of the invoice date. If BioMed Visuals has not received payment (or payment in full) at the end of that term, the client will be in default and will owe interest at the statutory rate. All costs incurred by BioMed Visuals in connection with overdue payments, such as costs of litigation and judicial and extrajudicial costs, including the cost of legal assistance, bailiffs and debt collection agencies, will be for the client’s account. The extrajudicial costs will be not less than 10% of the invoice amount, with a minimum of EUR 150.
* 6.2 BioMed Visuals will have the right to invoice 50% of the costs at the start of the project, and the other 50% after finalization, or at monthly intervals for work performed and costs incurred in the performance of the work commissioned.
* 6.3 The client will pay the amounts due to BioMed Visuals without any reduction or set-off, save for settlement against adjustable advance payments relating to the agreement which the client may have made to BioMed Visuals. The client is not entitled to suspend payment of invoices for work that has already been performed.
- NOTICE OF TERMINATION AND DISSOLUTION OF AN AGREEMENT
* 7.1 If the client gives notice of termination of an agreement, he must pay, in addition to damages, BioMed Visuals’ fee and the costs incurred in connection with the work performed until that date.
* 7.2 If the agreement is terminated by BioMed Visuals on the grounds of breach by the client in the performance of the agreement, the client will be required to pay, in addition to damages, BioMed Visuals’ fee and the costs incurred in connection with the work performed until that date. In this context any conduct by the client on the grounds of which BioMed Visuals cannot reasonably be required to complete the work commissioned will also be regarded as breach.
* 7.3 The damages referred to in the preceding two paragraphs of this Article will comprise at least the costs arising from obligations undertaken by BioMed Visuals in her own name with third parties for the performance of the work commissioned, as well as at least 30% of the balance of the fee that the client would owe BioMed Visuals if the work commissioned were fully completed.
* 7.4 Both BioMed Visuals and the client will have the right to terminate the agreement in whole or in part with immediate effect if the other party is declared bankrupt or is granted a suspension of payments (whether or not provisional). If the client is declared bankrupt, the designer will have the right to terminate the right of use granted, unless the consequences would be contrary to the principles of reasonableness and fairness.
* 7.5 In the event of termination by the client on the grounds of breach in the performance of BioMed Visuals’ obligations, the performance already completed and the related payment obligation will not be subject to cancellation, unless the client provides evidence that BioMed Visuals is in default of that performance. Amounts that BioMed Visuals has invoiced before the dissolution for work performed or delivered properly under the agreement will remain payable in full with due observance of the previous sentence and will fall due immediately upon termination.
* 7.6 If BioMed Visuals’ work consists of recurrently performing work of a similar nature, the agreement in question will be valid for an indefinite period of time, unless otherwise agreed in writing. Such agreement may be terminated only by written notice given with due observance of a reasonable notice period of not less than a month.
- WARRENTIES AND INDEMNITIES
* 8.1 BioMed Visuals warrants that the design supplied to the client has been made by her or on her behalf and, if the design is protected by copyright, that BioMed Visuals is the author within the meaning of the Auteurswet (Dutch Copyright Act) and as the copyright owner has the power of disposition of the work.
* 8.2 The client indemnifies BioMed Visuals or persons engaged by BioMed Visuals in the performance of the work commissioned against any third-party claim or action arising from the application or use of the design created by BioMed Visuals or persons referred to above.
* 8.3 The client indemnifies BioMed Visuals against any claim or action relating to intellectual property rights in materials or information supplied by the client and used in the performance of the work commissioned.
* 9.1 BioMed Visuals will not be liable for:
- errors or defects in materials supplied by the client;
- misunderstandings, errors or defects in the performance of the agreement if such misunderstandings or errors were caused by acts of the client, such as late delivery or nondelivery of complete, sound and clear information and/or materials;
- errors or defects by third parties engaged by or on behalf of the client;
- inaccuracies in offers made by suppliers, or prices quoted by suppliers being exceeded;
- errors or defects in the design or errors in the text/data if the client has given his approval in accordance with the provisions of Article 2.5 or has had the opportunity to perform an inspection and has declined to do so; or
* 9.2 BioMed Visuals will be liable only for direct damage attributable to her. Direct damage will include only:
- reasonable costs to assess the cause and extent of the damage, to the extent that such assessment concerns damage within the meaning of these general conditions;
- any reasonable costs necessarily incurred to have BioMed Visuals’ defective performance conform to the agreement; and
- reasonable costs incurred to prevent or limit the damage, to the extent that the client demonstrates that those costs led to a limitation of the direct damage referred to in these general conditions. BioMed Visuals’ liability for all other damage, such as indirect damage, including consequential damage, loss of profits, mutilated or lost data or materials, or damage due to business interruption is hereby excluded.
* 9.3 Save in the event of intent or willful recklessness by BioMed Visuals or BioMed Visuals’ management – therefore except for persons under their control – BioMed Visuals’ liability for damage or loss arising from an agreement or any wrongful act committed against the client will be limited to the amount invoiced for the portion of the work performed, less the costs incurred by BioMed Visuals in the engagement of third parties, on the understanding that that amount will not exceed EUR 45,000 and will in no event be higher than the benefit that the insurance company may pay to BioMed Visuals.
* 9.4 Any and all liability will expire twelve months from the date of completion of the work commissioned.
- OTHER TERMS
* 10.1 The client will not be permitted to transfer or assign to third parties any of the rights under an agreement concluded with BioMed Visuals, save in the event and as part of a transfer of the client’s entire business.
* 10.2 Both parties must keep confidential any and all facts and circumstances that come to their knowledge in the context of the work commissioned. The same duty of confidentiality in respect of such facts and circumstances must be imposed on any third parties engaged in the performance of the work commissioned. Confidentiality will be contained unless agreed upon otherwise.
* 10.3 The headings in these General Terms and Conditions have been included for easy reference only and are no part of these Terms and Conditions.
* 10.4 All agreements between BioMed Visuals and the client are governed by Dutch law. The Amsterdam District Court shall have exclusive jurisdiction to hear and decide any dispute between BioMed Visuals and the client.