TERMS & CONDITIONS

TERMS & CONDITIONS

Non'Ye Business Creative Productions, hereinafter referred to as "NYB Creative Productions," located in Wageningen and registered with the Chamber of Commerce under number 70431779, is engaged in the provision of services and products in the field of video marketing and video & music production, and all related activities. These terms and conditions apply when NYB Creative Productions provides services and/or products to another party, hereinafter referred to as the "other party.

1. Validity of these Terms

  • 1.1 These general terms and conditions apply to all offers, agreements, and negotiations between NYB Creative Productions and a counterparty.

  • 1.2 These underlying conditions always take precedence over any general terms and conditions of another party, regardless of how they are communicated to NYB Creative Productions or where the agreement is concluded or the performance is delivered by NYB Creative Productions. This article can only be deviated from by explicit written agreement between the parties.

  • 1.3 Changes to underlying general terms and conditions can only be agreed upon in writing.

  • 1.4 A counterparty is deemed to have agreed to these general terms and conditions if they enter into an agreement with NYB Creative Productions that explicitly refers to these general terms and conditions. This agreement can be confirmed by signing the agreement containing these general terms and conditions or by explicit written confirmation, including confirmation via email. This must occur before NYB Creative Productions undertakes any action to fulfill the agreed-upon performance, unless the counterparty objects in writing, explicitly, and with justification within one week of the conclusion of the agreement, and if that period is shorter, before such actions have been taken. In such a case, the parties may decide to continue the agreement under modified terms or not.

  • 1.5 If (part of) an article of these terms and conditions is null and void or not applicable for any other reason, the remaining part of that article and/or these general terms and conditions will continue to apply as closely as possible to the intent of the original and complete article and/or these general terms and conditions.

    2. Quotations and Acceptance of Orders

  • 2.1 All quotations, offers, and price lists from NYB Creative Productions are non-binding and subject to possible price changes. Quotations and offers are valid for 14 days, unless explicitly agreed otherwise. Orders are only deemed accepted by NYB Creative Productions if the counterparty has fully and truthfully completed, signed, and returned the agreement with NYB Creative Productions, including the services and/or products to be delivered and the payment schedule, or if NYB Creative Productions has sent a written and numbered invoice to the counterparty. Acceptance of orders is subject to the availability of designers, video producers, writers, or any other resources necessary for the execution of the project.

  • 2.2 Overruns of quotations and offers up to 10 percent are accepted by the counterparty as a budget risk and do not need to be reported as such.

  • 2.3 NYB Creative Productions reserves the right to refuse orders at any time and/or cancel accepted orders if, in its sole discretion, it determines that the execution of such orders could damage its reputation or harm the standing of its company, or in all cases where, in its sole discretion, the execution of an order could lead to a violation of contractual or legal rights of third parties or of good morals or public order. NYB Creative Productions will not be liable for any damages in such cases.

  • 2.4 NYB Creative Productions is not obligated to perform any services until the counterparty has truthfully and completely filled out, signed, and returned the necessary forms and the agreement containing the services and/or products and the attached payment terms. In cases where the documents mentioned in the previous sentence have not been truthfully completed, NYB Creative Productions reserves the right to refuse orders and/or cancel accepted orders without being liable for any damages.

    3. Prices, Delivery, Payment, and Performance

  • 3.1 NYB Creative Productions follows a payment policy where, unless otherwise agreed, an advance payment of at least 50% of the total quoted amount is required before the start of the project. This advance payment ensures that the remaining amount, plus any additional costs, must be paid within fourteen days after project completion.

  • 3.2 If no advance payment has been made 14 days before the start of the project, the full payment is required within seven days after the invoice date following delivery.

  • 3.3 If the (partial) payments agreed upon in the payment schedule are not received by NYB Creative Productions by the agreed-upon payment dates, and no advance payment has been made 14 days before the start of the project, payment must still be made within seven days after the invoice date, unless otherwise agreed.

  • 3.4 NYB Creative Productions reserves the right to only proceed with the delivery of products, files, and other items resulting from the agreement after receiving full payment from the counterparty.

  • 3.5 Media costs must be received by NYB Creative Productions from the counterparty before the time at which the counterparty is obligated to pay these costs.

  • 3.6 All prices are exclusive of VAT and any other shipping, transport, travel, and postage costs, unless explicitly stated otherwise.

  • 3.7 NYB Creative Productions is entitled to adjust prices that have changed after sending the quotation or offer to the counterparty.

  • 3.8 Shipping and distribution costs for postal advertising shipments must be paid by the counterparty before shipment and/or distribution by NYB Creative Productions.

  • 3.9 A payment is considered received by NYB Creative Productions when the money has been actually and verifiably credited to its account.

  • 3.10 If a (partial) payment has not been received by the agreed-upon payment date in the payment schedule, the counterparty is in default without the need for a formal notice of default, and is liable for statutory commercial interest from the due date. NYB Creative Productions also has the right to charge the counterparty for all (extrajudicial) collection costs that may be incurred. The costs mentioned in the previous sentence amount to 15% of the principal amount and interest due, without NYB Creative Productions being required to provide evidence and without an external party actually being responsible for the collection, in addition to any other claims that NYB Creative Productions may have for compensation of costs and damages.

  • 3.11 If the counterparty is in default with regard to (partial) payments, NYB Creative Productions has the right to immediately cease its performance for the counterparty or, after a reasonable period of one week has elapsed without receiving the due (partial) payment, to terminate the agreement without judicial intervention, without being obligated to pay any compensation or refund to the counterparty. The total of the amounts mentioned in the payment schedule becomes immediately due and payable without further notice. Even in cases where NYB Creative Productions decides to continue its delivery of the performance to the counterparty after payment of all (partial) payments, it cannot be guaranteed that delivery will occur at the same time and in the same form.

  • 3.12 NYB Creative Productions has an obligation to make every effort to carry out the performance as agreed upon with the counterparty. However, if circumstances force otherwise, NYB Creative Productions is entitled to deviate from the delivery of services and products.

  • 3.13 The counterparty is entitled to cancel the agreement no later than three months before the start of the work. Refunds of amounts already paid by the counterparty will only be made if and to the extent that NYB Creative Productions itself receives full refunds from its suppliers and is able to cancel all parts of the services and/or products it has assembled, with the refunded amount never exceeding 50% of the total amount agreed upon for the delivery of services and/or products. This also means that if the counterparty had not paid 50% of the total amount agreed upon for services and/or products to NYB Creative Productions at the time of cancellation, they must do so within 14 days of the cancellation.

  • 3.14 The stated delivery times are approximate. Unless expressly agreed otherwise in writing, NYB Creative Productions makes no guarantees regarding agreed-upon delivery times, and late delivery does not entitle the counterparty to compensation, termination of the agreement, or non-performance of any obligation towards NYB Creative Productions.

    4. Liability

  • 4.1 In the event of force majeure, including but not limited to strikes or unforeseen circumstances that prevent (part of) the delivery from taking place, NYB Creative Productions may, if reasonably possible, suspend the execution of the agreement or, depending on whether the force majeure or circumstance is of a temporary nature or not, terminate the agreement without judicial intervention. NYB Creative Productions is not obligated to compensate any damages resulting from such suspension or termination.

  • 4.2 Notwithstanding legal provisions, force majeure includes, among other things: strikes, fire, loss of goods in transit, water damage, government measures, delays in foreign shipments, war, mobilization, transportation hindrance, impediment to the ability of involved persons to travel, import restrictions, export restrictions, supplier defaults, shortage of labor or raw materials, defects in machinery or installations, disruptions in energy supply, and all conditions that hinder NYB Creative Productions or its suppliers in the normal course of their business.

  • 4.3 If, due to unforeseen circumstances, certain parts of the agreement cannot be delivered by NYB Creative Productions, the other party is nevertheless obligated to accept delivery in that modified form if, in the light of reasonableness and fairness, the delivery in that modified form closely resembles the nature and content of the original delivery.

  • 4.4 If, based on what is stated in clause 3.11, the parties decide not to proceed with the delivery in that modified form, the rules for reimbursement to the other party, as described in 4.3, shall apply.

  • 4.5 The other party indemnifies NYB Creative Productions against any damages resulting from the acts or omissions of the other party or individuals acting on behalf of or in place of the other party, who make use of the delivery provided by NYB Creative Productions.

  • 4.6 If the agreement with the other party is dissolved based on article 2.3 or 2.4, contrary to what is stipulated in the sections of article 4, NYB Creative Productions is not obligated to provide any refund to the other party.

    5. Termination

  • 5.1 NYB Creative Productions may terminate the agreement in whole or in part without notice and without judicial intervention by written notice if there is a justified suspicion that the other party will be unable to fulfill its obligations, whether or not provisional suspension of payments has been granted to the other party, bankruptcy proceedings have been initiated against the other party, or if the other party's business is liquidated or terminated other than for the purpose of restructuring or merging of businesses. NYB Creative Productions shall never be liable for any damages due to such termination.

  • 5.2 If, at the time of termination as referred to in article 5.1, work has already been carried out for the other party or agreements with third parties have been concluded for the execution of the agreement, these performances and the related payment obligation shall not be subject to annulment unless NYB Creative Productions is in default with respect to those performances. Amounts invoiced by NYB Creative Productions before termination, whether or not included in the payment schedule forming part of the agreement with the other party and/or relating to what has already been performed or delivered in execution of the agreement, remain due and payable in full immediately upon termination.

  • 5.3 Items loaned to the other party by NYB Creative Productions for the execution of the agreement must be promptly returned to NYB Creative Productions in the event of an occurrence as referred to in article 5.1.

    6. Complaints, Claims, and Evidence

  • 6.1 With regard to visible defects, the other party must file a written complaint immediately after NYB Creative Productions has delivered or presented the work it has performed, or within fourteen days after the appearance of the communication medium.

  • 6.2 For invisible defects, written complaints must be made within fourteen days after they could reasonably have been discovered.

  • 6.3 Complaints regarding invoices must be submitted in writing to NYB Creative Productions within eight days from the date of invoice dispatch. The payment term is not suspended as a result of such a complaint.

  • 6.4 Except for counter-evidence, data from NYB Creative Productions' administration shall be binding.

    7. Exoneration

  • 7.1 If an objection to delivered services and/or products is found to be justified, and liability of NYB Creative Productions is established, NYB Creative Productions may, at its discretion, either pay compensation of up to the invoice value of the delivered goods or replace the delivered goods free of charge after receiving the originally delivered goods. NYB Creative Productions shall never be obliged to pay further damages.

  • 7.2 The liability of NYB Creative Productions for any damage, whether direct or indirect, arising from defects in the services and/or products delivered by NYB Creative Productions, is in any case limited to the amount of its remuneration, reduced by out-of-pocket expenses related to the delivered goods.

  • 7.3 NYB Creative Productions is not liable for damage, loss, or destruction of objects, materials, or data provided to it by, for, or on behalf of the other party. Goods travel at the risk of the other party.

    8. Intellectual Property

  • 8.1 By instructing the publication or reproduction of objects protected by copyright law or any other legal regulation in the field of intellectual property, which have been made available by or on behalf of the other party, the other party declares that no infringement of legal regulations or protected rights of third parties will occur, and indemnifies NYB Creative Productions from claims by third parties, as well as from the direct and indirect consequences, including financial consequences, arising from the publication or reproduction.

  • 8.2 Intellectual property rights and materials resulting from the work shall, if they belong to NYB Creative Productions and are transferable, be transferred to the other party at the explicit written agreement at the time the relationship between the other party and NYB Creative Productions ends, after the other party has paid all that is due to NYB Creative Productions, including the buy-out of any development costs and intellectual property rights. To the extent that the intellectual property rights of third parties are involved, NYB Creative Productions will, at the request of the other party, consult with those third parties before involving them to determine if full transfer is desired or possible, taking into account the associated costs.

  • 8.3 In all cases, the other party is liable and responsible for purchasing or transferring user rights for materials or compositions to BUMA STEMRA or other interested parties.

  • 8.4 The other party is not entitled to any further or different use of the work produced on commission, other than what was expressly agreed upon in advance. In the absence of any agreement in this regard, the initial use shall be deemed to be agreed upon.

  • 8.5 The other party is not entitled to make any alterations to the work produced on commission without the express written consent of NYB Creative Productions.

  • 8.6 NYB Creative Productions is entitled to sign the work produced on commission.

  • 8.7 NYB Creative Productions is entitled to use the work produced on commission as portfolio material, unless otherwise confirmed in writing prior to the commission.

    9. Applicable Law

  • 9.1 Dutch law applies to the agreement between the other party and NYB Creative Productions and these applicable general terms and conditions. All disputes arising from agreements concluded under these general terms and conditions and the agreements that result from them can only be brought before the competent judge of the Arnhem District Court, including obtaining interim relief.

© Copyright 2024 Non'Ye Business Creative Productions.

All rights reserved. Chamber of Commerce: 70431779.