Terms and Conditions Bleijh B.V.

(hereinafter: 'Terms and Conditions')

1. Terms and Conditions
1.1. These General Terms and Conditions apply to every legal relationship (such as offers, quotations, deliveries and agreements) between Bleijh B.V. also acting under the name Bleijh concept & design (hereinafter: 'Bleijh') and the client (hereinafter: 'Client') and remain in full force after termination of the relationship.
1.2. The applicability of any general terms and conditions of the Client is expressly rejected.
1.3. The provisions of these General Terms and Conditions also apply to any legal relationship between the Client on the one hand and the persons employed by Bleijh and the third parties engaged by Bleijh on the other.
1.4. Deviations from these General Terms and Conditions only apply if they have been explicitly agreed in writing.

2. Establishment of agreement
2.1. An agreement is concluded at the moment that the Client has approved Bleijh's offer in writing, or, if no such written agreement has been made, if Bleijh has confirmed the oral agreement of the Client in writing.
2.2. If an agreement as described in Article 2.1 has not been reached, the agreement will be deemed to have been concluded as soon as Bleijh has commenced the performance of the agreement and this commencement of the performance is the result of actions by or on behalf of the Client from which Bleijh could reasonably be expected to deduce that the Client agreed to the start of the performance.
2.3. If the Client has previously given the same assignment to another person, it must inform Bleijh of this, stating the other person's name.
2.4. If the Client wishes to give the same assignment to others than Bleijh at the same time, it must inform Bleijh of this, stating the names of these others.

3. Suppliers / third parties
3.1. If Bleijh draws up a budget for the costs of third parties at the request of the Client, this budget will only be indicative. If desired, Bleijh can request quotations on behalf of the Client.
3.2. Unless agreed otherwise, assignments to third parties, in the context of the realization of the design, will be provided by or on behalf of the Client. At the request of the Client, Bleijh can act as an authorized representative at the expense and risk of the Client. The parties can agree on a fee to be agreed upon for this. If Bleijh procures goods or services from third parties at its own expense and risk in the performance of the assignment, after which these goods or services are passed on to the Client, the provisions of the general terms and conditions of the supplier will also apply to the Client.

4. Execution of agreement
4.1. Unless agreed otherwise, Bleijh is free to perform the agreement at its own discretion and to engage third parties to be designated by it for this purpose. Bleijh has a best efforts obligation and therefore not an obligation of result. Failure to meet the Client's expectations does not entail the obligation for Bleijh to carry out the work again.
4.2. If an agreement consists of several parts, Bleijh is not obliged to perform part thereof against a corresponding part of the total price stated in the quotation.
4.3. If the agreement consists of several parts, Bleijh can suspend the implementation of new parts until the Client has approved the results of one or more of the preceding parts in writing.

5. Fees and Payment Terms
5.1. Amounts are exclusive of sales tax (VAT) and any administrative costs, transport and shipping costs and other levies.
5.2. Unless otherwise agreed, the fee to be charged by Bleijh will consist of the number of hours worked for the Client, multiplied by Bleijh's usual hourly rates.
5.3. Unless otherwise agreed, Bleijh always invoices 50% of the agreed fee immediately after the conclusion of the agreement and the remaining amount after its implementation. Bleijh is free to invoice compensation for parts of the agreement already completed and costs incurred in the interim.
5.4. Without prejudice to the provisions of the following paragraphs, payment must be made within the period stated in the invoice and, in the absence of such a period, within thirty (30) days of the invoice date.
5.5. If Bleijh engages third parties on its own behalf in the performance of the assignment, the costs for the goods and/or services supplied by the third party will be charged to the Client, possibly increased by desk surcharge.
5.6. After the term referred to in Article 5.4 has expired, the Client is in default and all claims of Bleijh against the Client are immediately due and payable. From the moment the default commences until the day of full payment, the Client owes interest of 2% per month on the outstanding amount.
5.7. If the Client does not pay, Bleijh is entitled to recover all extrajudicial and judicial costs incurred by it from the Client, which costs amount to at least 10% of the amounts due, with a minimum of € 250.
5.8. Bleijh is entitled to suspend the performance of the agreement if one or more agreed payments have not been made or have not been made in full until these payments have been made in full and unconditionally.
5.9. Behavior of the Client on the basis of which Bleijh can no longer reasonably be expected to complete the assignment, will be regarded as an attributable shortcoming.
5.10. Apart from the set-off against the advances already paid, the Client is not free to set off, suspend or have deductions made from any compensation it owes.
5.11. If the fee is in any way dependent on facts or circumstances that must be apparent from the administration of the Client, the Client will provide Bleijh with quarterly copies of the administration showing these facts or circumstances. In addition, Bleijh has the right to have the administration of the Client checked by a chartered accountant. If such an inspection shows that the Client's statement does not correspond to the actual state of affairs, the costs of this inspection will be borne by the Client.
5.12. If at any time Bleijh has reasonable doubts about the creditworthiness of the Client, Bleijh is entitled, before (further) performing (or having it performed), demand from the Client that prepayment of part or all of the agreed fee and/or another form of security takes place.
5.13. If the Client prematurely terminates an assignment or agreement in whole or in part, all agreed fees and other claims of Bleijh against the Client are immediately due and payable, without a notice of default being required.

6. Delivery Times
6.1. Unless otherwise agreed, terms are approximate and therefore not fatal.
6.2. In the event that a delivery term is exceeded, Bleijh will not owe any form of (damage) compensation to the Client. In that case, the Client also has no right to dissolve the agreement, unless the delivery term has been exceeded to such an extent that the Client cannot reasonably be expected to maintain the relevant part of the agreement.
6.3. If the delivery of any reference materials or the payment of stipulated advances or other fees takes place later than agreed, Bleijh has the right to extend the delivery terms by at least the same period.

7. Changes to the agreement and additional work
7.1. If it appears that changes to the agreement are necessary, the parties will enter into consultation. If no written agreement has been reached, the change will be deemed to have been effected as soon as Bleijh has started to implement it and this commencement of the implementation is the result of actions by or on behalf of the Client from which Bleijh could reasonably deduce that the Client agreed to the change.
7.2. After a change, Bleijh can increase the agreed fee proportionally and pass on any additional costs to the Client. Exceeding offers of up to 10%, however, will be accepted as a budget risk by the Client and therefore need not be reported as such.
7.3. If an amendment to the agreement results in an agreed term being exceeded, this term will be extended indefinitely, unless agreed otherwise. The consequences of such an overrun are for the account and risk of the Client.

8. Obligations of the Client
8.1. The Client will do everything that is reasonably necessary or desirable to enable Bleijh to perform the work in a timely and correct manner, in particular by providing the necessary cooperation and the timely delivery of the necessary data and materials.
8.2. Checking the material made available by Bleijh against regulations, performing tests, applying for permits and assessing whether the Client's instructions comply with legal or quality standards are not part of Bleijh's assignment and the use of this material is for account and risk of the Client.
8.3. The Client is obliged to inform Bleijh in a timely manner at all times of circumstances as referred to in Article 15.3 and other circumstances that can have a material negative influence in a financial sense on the (quantity of) work to be performed by Bleijh for the Client, including reducing the Client's budget.

9. Materials
9.1. The materials supplied by or on behalf of Bleijh remain the property of Bleijh at all times, or of any third parties who have made these materials available to Bleijh.
9.2. The client will treat the materials made available by or on behalf of Bleijh with the greatest possible care and - insofar as they are not digital files - return this material immediately after use by courier or registered mail. The client will destroy the digital files supplied by or on behalf of Bleijh immediately after completion of the agreement.
9.3. In the event of loss and/or damage caused to (parts of) the material supplied by Bleijh, the Client is obliged to compensate Bleijh for any resulting damage to Bleijh.
9.4. Bleijh will treat the materials made available by or on behalf of the Client with the greatest possible care and - insofar as they are not digital files - return these materials after use at the request of the Client.
9.5. Shipping of materials is at the expense and risk of the Client.

10. Intellectual Property Rights and Usage Rights
10.1. All intellectual property rights, including copyright and design rights, to the results of the activities of Bleijh or the third parties engaged by it, are vested in Bleijh and these third parties respectively.
10.2. The Client may only use the material supplied by Bleijh and selected by the Client as agreed in writing. Insofar as nothing (other) has been agreed in writing about the use as referred to in this article, the Client will only be entitled to use the material supplied by Bleijh and the material selected by the Client in unaltered form, once and on a non-exclusive basis for the purpose of intended purpose and the country in which the work was first made public. With regard to websites, these will only be used on the domain as agreed and, if nothing has been agreed, only on the domain on which this website was first used. Furthermore, websites are not subject to the restriction of one-time use. The Client will not invoke Article 8 of the Copyright Act. Any extension of the user rights to a larger area, a longer term or a different type of use can only be agreed in writing.
10.3. If Bleijh has granted permission to change the material, in any form whatsoever, use is only permitted after written approval of the final change by Bleijh.
10.4. Unless otherwise agreed, the Client is not permitted to transfer (rights to) the materials supplied by Bleijh to third parties, to encumber them, to lend them on loan or to make them available to third parties in any other way.
10.5. Bleijh is free to sign the work she has produced. Bleijh and the third parties whose materials Bleijh has supplied remain authorized under all circumstances, including in the event of a possible transfer of copyrights, to reproduce and publish these materials for their own use.
10.6. If Bleijh has submitted ideas with regard to an assignment to be performed by it, the Client will not make use of these ideas if the relevant assignment, for whatever reason, is ultimately not carried out by Bleijh.
10.7. Without prior written permission from Bleijh, the Client will not register the materials supplied by Bleijh, including models, words, images, slogans, pay-offs, etc., as a trademark or otherwise.
10.8. If the Client acts contrary to its contractual obligations, Bleijh is entitled to temporarily suspend or terminate the granted license to use the work.

11. Complaints
11.1. Complaints about the results of Bleijh's work and invoices must be submitted to Bleijh in writing within thirty (30) days after delivery or invoice date respectively. With regard to the invoices, the payment term is not suspended as a result of such a complaint.
11.2. After the aforementioned period, complaints will no longer be processed and the Client will have processed its rights in this regard.
11.3. If, in Bleijh's opinion, a complaint is well-founded, the Client will give Bleijh the opportunity to remedy this complaint within a reasonable period of time.
11.4. Subject to evidence to the contrary, the data from Bleijh's records are decisive.

12. Liability and Indemnity
12.1. The total liability of Bleijh for direct damage is limited in all circumstances to a maximum of the compensation that Bleijh received in the 30 days prior to the moment at which Bleijh's liability arose, with a maximum of € 5,000. Direct damage is exclusively understood to mean material damage that is the direct result of an attributable shortcoming or an unlawful act on the part of Bleijh. All claims on account of liability of Bleijh lapse after a period of 12 months after the moment at which the liability arose.
12.2. Bleijh's liability for damage, other than direct damage, within the meaning of the previous paragraph, is excluded. Damage other than direct damage includes consequential damage, trading loss, lost profit, lost savings, damage due to business interruption and damage resulting from or related to the materials supplied by Bleijh.
12.3. The client indemnifies Bleijh against claims from third parties.

13. Duration and Termination Agreement
13.1. If no specific duration has been agreed with regard to the collaboration and it has lasted longer than six months, a notice period of at least six months must be observed. Notice must be given by registered letter. During this notice period, the Client is obliged to fulfill its (payment) obligations towards Bleijh as if there were no cancellation.
13.2. The remuneration of Bleijh during the notice period as described in the previous paragraph is per month at least equal to 1/12 of the amount that Bleijh has invoiced to the Client in the preceding consecutive period of twelve months. If the collaboration has been shorter, the fee per month will be equal to the amount invoiced on average per month during that period.
13.3. Bleijh is authorized to terminate the agreement with the Client with immediate effect, i.e. without notice of default or obligation to pay compensation, in whole or in part, or to suspend further performance of the agreement, if and as soon as the Client is declared bankrupt, a makes an application for this or applies for suspension of payment. Furthermore, Bleijh is authorized to terminate the agreement with the Client with immediate effect if the Client fails to fulfill any obligation towards Bleijh and continues to fail even after notice of default. If the Client has not fulfilled all obligations towards Bleijh at the time of termination, all rights granted to the Client will automatically lapse, i.e. without any action being required.

14. Takeover Prohibition
14.1. During the term of the agreement and for a period of two years after the last work has been performed, the Client is not permitted to hire or otherwise employ employees of Bleijh who have been involved in the implementation of the agreement in any way. allow itself, or persons or companies affiliated with the Client, to work or be otherwise involved, under penalty of an immediately due and payable fine, consisting of the compensation that Bleijh has received from the Client in the preceding 3 months, without prejudice to the right of Bleijh to recover the damage actually suffered from the Client.

15. Force majeure
15.1. If Bleijh is unable to meet its obligations due to force majeure, those obligations will be suspended for the duration of the force majeure situation. If the force majeure situation lasts longer than thirty (30) days, both parties have the right to terminate the agreement in whole or in part in writing, without being obliged to pay any form of (damage) compensation. Amounts already due remain due in full.
15.2. Force majeure is in any case understood to mean late delivery or the complete failure thereof by third parties, illness and temporary or permanent incapacity for work of employees or third parties engaged by Bleijh.

16. Other Provisions
16.1. The parties are not free to transfer rights or obligations to third parties without prior written consent.
16.2. If any passage or provision of these General Terms and Conditions or an agreement concluded between Bleijh and the Client is at any time null and void or is annulled, the other provisions will remain in full force. An arrangement will be made for the then null and void or voided passage(s) and/or provision(s) that comes closest to the intention of the parties.
16.3. The parties will treat all information from the other party that can reasonably be suspected to be confidential information as confidential and will not make it available to third parties.
16.4. The Vienna Sales Convention does not apply.
16.5. Dutch law applies to the legal relationship between the parties and any disputes will be submitted exclusively to the competent court in Amsterdam.

Bleijh B.V.
Nico Jessekade 51
1087 MG Amsterdam

Conditions filed with the Amsterdam Chamber of Commerce under number 34193951