Terms & conditions

Article 1. Definitions

In these general terms and conditions, the following definitions apply:

  1.1 General Terms and Conditions: the following terms in these general terms and conditions of Hippo Creative Studios are used in the following meaning, unless explicitly stated otherwise or the context dictates otherwise.

  1.2 Intellectual Property: copyrights (including moral rights), source codes, related rights, database rights, trade secrets, know-how, patent rights, drawing and model rights, trade name rights, trademark rights, utility model rights in the broadest sense of the word and all other Intellectual Property rights and related rights.

  1.3 Contractor: Hippo Creative Studios, located at Snelliusweg 15 (6827 DG) in Arnhem, registered in the Chamber of Commerce under number 09036920 and/or one of its affiliated legal entities.

  1.4 Client: the natural person or legal entity that has commissioned the contractor.

  1.5 Assignment: the assignment as set out in writing in the agreement between the parties.

  1.6 Agreement: an agreement relating to the supply or provision by the contractor to the client of goods and/or the performance of services of any kind and under any name whatsoever.

  1.7 Software: the software made available by the contractor to the client, including but not limited to websites and/or (software) applications, including (software) applications of third parties that form part of it.

  1.8 Content: designs, texts, images, corporate identity, logos, brands, etc. that are provided by the client and that the contractor needs to process in the production.

  1.9 Goods/Item: tangible objects, such as, but not limited to, data carriers including stored data, supplies, mood boards, designs, campaign material, packaging material, props and consumables. Also all proposals, quotations, price quotations, advice, concepts, ideas, texts, information, files, designs, photos, videos, images and all other works within the meaning of the Copyright Act that have been created by the contractor in the context of the agreement.

  1.10 Employee: the natural person working for the contractor who is hired by the client.

Article 2. Agreement, quotation and confirmation

  2.1 These General Terms and Conditions, with the exclusion of any purchase or other terms and conditions of the client, apply to the conclusion, content and performance of all agreements concluded between the client and the contractor, including additional assignments and follow-up assignments from the client.

  2.2 All quotations and offers from the contractor are without obligation and are valid for two weeks after the date. In addition, orders based on quotations are only binding for the contractor if the latter has confirmed them in writing.

  2.3 If the client cancels an offer or quotation in whole or in part, he is obliged to reimburse the (preparatory) work performed by the contractor in that context. This obligation to pay compensation for the client also applies if he was not aware of the fact that the contractor had already started the assigned (or preparatory) work.

  2.4 Deviations from and/or additions to these General Terms and Conditions are only valid if this has been explicitly agreed between the parties in writing (digitally).

  2.5 If any provision of these General Terms and Conditions is void or is annulled, the other provisions of these General Terms and Conditions will remain in full force and the client and the contractor will consult in order to agree on new provisions to replace the void or annulled provision, whereby the purpose and scope of the void or annulled provision will be taken into account as much as possible.

  2.6 If the contractor does not always require strict compliance with these general terms and conditions, this does not mean that the provisions thereof do not apply, or that the contractor would in any way lose the right to demand strict compliance with the provisions of these general terms and conditions in other cases.

  2.7 The contractor has the right to amend, supplement or remove parts of its General Terms and Conditions at any time and without prior notice. Amendments will be communicated to the client in writing or by e-mail. They take effect one (1) week after publication.

Article 3. Implementation of the agreement

  3.1 The contractor will endeavor to carry out the assignment carefully, to represent the interests of the client to the best of its knowledge and to strive for a usable result for the client. To the extent necessary, the contractor will keep the client informed of the progress of the work. The client is obliged to do everything that is reasonably necessary or desirable to enable timely and correct delivery by the contractor, in particular by providing complete, sound and clear data or materials in a timely manner.

  3.2 The contractor in no case guarantees results, returns and profitability.

  3.3 A period stated by the contractor for completing the assignment has an indicative nature. The client must give the contractor written notice of default in the event of exceeding the stated term.

  3.4 Unless explicitly agreed otherwise, performing tests, applying for permits and assessing whether instructions from the client comply with legal provisions or quality standards is not part of the assignment of the contractor.

  3.5 Complaints must be communicated to the contractor in writing as soon as possible, but in any case within ten (10) working days after completion of the assignment, failing which the client will be deemed to have fully accepted the result of the assignment.

  3.6 The client indemnifies the contractor against all claims from third parties arising from the applications and/or the use of the result of the assignment.

Article 4. Obligations of the client

  4.1 The client ensures that all data, items and facilities that the contractor indicates are necessary or that the client should reasonably understand are necessary for the execution of the agreement, are provided or made available in time.

  4.2 The client will always provide the contractor with timely cooperation for the proper execution of the agreement.

  4.3 The client guarantees the correctness, completeness and reliability of the data provided by him, even if these originate from third parties. The client indemnifies the contractor against damage that is the result of incorrect or incomplete data provided.

  4.4 If the production takes place (partly) at the location of the client, the client must take such measures that the employees of the contractor are protected against danger to body, honor and property during the production.

  4.5 The client is obliged to immediately inform the contractor of facts and circumstances that may be important in connection with the execution of the agreement.

  4.6 To the extent that the client has committed himself in the context of the execution of the agreement to perform certain work, the client is responsible for the timely execution. If this does not happen in time, the client is liable for this.

  4.7 The client is responsible for the reproduction or publication of content provided by him of which the rights lie with third parties.

  4.8 The client is not permitted to commission the contractor to make a production that infringes the rights of third parties, such as, but certainly not limited to, the trademark rights, copyrights, portrait rights or other intellectual property rights of third parties. If the contractor finds or suspects that the production desired by the client is contrary to these rights of third parties, the contractor has the right to cancel the agreement (interim) and all work performed up to the time of termination of the agreement will be charged to the client. The contractor is not obliged to check whether the production desired by the client infringes the rights of third parties or is contrary to the law.

  4.9 If the production is delayed due to an act and/or omission on the part of the client, the client will be notified of this and the contractor can never be held responsible for any (delay) damage arising from this.

  4.10 If the client knows or suspects that he cannot fulfill his obligations on time, he must inform the contractor immediately.

  4.11 If the client fails to fulfill his obligations towards the contractor, acts contrary to the law or acts unlawfully towards the contractor, then the client is liable for all damage that the contractor suffers as a result and the contractor has the right to suspend the execution of the agreement or to terminate the agreement. Damage should be understood to include loss of turnover.

Article 5. Making materials available

  5.1 The client is obliged to do everything necessary to maintain materials made available, respectively to prevent damage, disappearance, destruction, etc.

  5.2 The client is liable for all damage to materials that arose during the period that the client had the materials in his possession.

  5.3 The client is not allowed to make changes to materials made available.

  5.4 After the end of the agreement, materials made available must be immediately placed in the power of the contractor clean, complete and undamaged.

Article 6. Engaging third parties and personnel

  6.1 Unless otherwise agreed, assignments to third parties in the context of the creation of the assignment will be provided by or on behalf of the client. At the request of the client, the contractor can act as an authorized representative for the account and risk of the client. The parties can agree on a fee to be agreed for this.

  6.2 If the contractor, at the request of the client, prepares a budget for costs of third parties, this budget will only have an indicative value. If desired, the contractor can request quotations from third parties on behalf of the client.

  6.3 If, in the performance of the assignment, the contractor obtains goods or services from third parties for its own account and risk in accordance with an explicit agreement, after which these goods or services are passed on to the client, then the provisions from the general terms and conditions of the supplier with regard to the quality, quantity, nature and delivery of these goods or services also apply to the client.

  6.4 The client may not transfer rights and obligations arising from the Agreement to third parties without the written permission of the contractor.

  6.5 If the agreement has been entered into with a view to execution by a specifically named person, the contractor will be entitled to replace this person by one or more persons with the same qualifications.

  6.6 The client indemnifies the contractor against any claims from third parties who suffer damage in connection with the execution of the agreement and which claims are attributable to the client.

  6.7 The contractor will never be obliged to perform work that is contrary to her professionalism, a right of third parties, a legal obligation or what is customary in social traffic.

Article 7. Intellectual property rights

  7.1 The intellectual property rights to the products and/or services developed and delivered by the contractor in the context of the agreement remain exclusively vested in the contractor or in the third party from whom the contractor has obtained the right of use. To the extent necessary for use by the client of the products and/or services supplied by the contractor, the contractor grants the client a limited, non-exclusive, non-transferable and - unless otherwise agreed in writing - non-sublicensable right to use the intellectual property rights on those products and/or services in writing.

  7.2 If the contractor is prepared to commit to transferring a right of intellectual property, such a commitment and transfer can only be entered into in writing and explicitly. If the parties agree in writing that a right of intellectual property with regard to specific (developed for the client) software, databases, equipment or other matters, will pass to the client, a split-off right of intellectual property will arise, which means that the right or the possibility of the contractor is not affected to continue to use and/or exploit the underlying components, general principles, ideas, designs, algorithms, documentation, documents, works, programming languages, protocols, standards and the like without any restriction for other purposes, either for itself or for third parties. Nor does this splitting off of a right of intellectual property affect the right of the contractor to carry out developments for himself or a third party that are similar to or derived from those that are or will be done for the client.

  7.3 The contractor is at all times entitled to have its name mentioned on or near the work or to have it removed. If the contractor has placed indications on the products and/or services it has delivered, from which it is apparent that it owns the intellectual property rights, these may not be removed or changed by the client.

  7.4 Even if the agreement does not explicitly provide for a power to do so, the contractor is permitted to install technical provisions to protect the software, equipment, databases and the like in connection with an agreed restriction in the content or duration of the right to use these objects. The client is never permitted to have such technical provisions removed or circumvented.

  7.5 Unless otherwise agreed, the assignment does not include conducting research into the existence of intellectual property rights, including but not limited to patent rights, trademark rights, 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.

  7.6 The client guarantees that no rights of third parties oppose making available to the contractor equipment, software, material intended for websites (visual material, tests, music, domain names, logos, hyperlinks etc.), databases or other materials, including concepts and design material, for the purpose of use for processing, installation or merging (for example in a website). The client indemnifies the contractor against any claim from a third party based on the allegation that such making available, use, processing, installing or incorporating infringes any right of that third party.

  7.7 Unless otherwise agreed, the working drawings, illustrations, prototypes, designs, design sketches, mood boards, texts, photos and other materials or (electronic) files created by the contractor in the context of the assignment or the preceding offer, remain the property of the contractor, regardless of whether these have been handed over to the client or to third parties.

  7.8 After completion of the assignment, neither the client nor the contractor has a duty of care towards each other with regard to the materials and/or data used.

  7.9 The contractor will state its name and/or logo and its function in the colophon of the credits of the production. This article does not apply if the nature of the production does not lend itself to this.

  7.10 The contractor is entitled to place the name and/or logo of the client on its website as a client of the contractor.

  7.11 The contractor reserves the right to use the production to promote the contractor, including placing (part of) the production on its website and social media channels.

Article 8. Use and license

  8.1 When the client fully complies with his (payment) obligations under the agreement with the contractor, he obtains a license to use the design insofar as this concerns the right of publication and reproduction in accordance with the destination agreed in the assignment. If no agreements have been made about the destination, the licensing remains limited to the use of the design for which fixed intentions existed at the time of awarding the assignment. These intentions must be demonstrably made known to the contractor prior to the conclusion of the agreement.

  8.2 The client is not entitled to use the design more widely or in any other way than has been agreed without the written permission of the contractor. In the event of wider or other use that has not been agreed upon, including modification, mutilation or impairment of the preliminary or definitive design, the contractor is entitled to compensation for infringement of his/her rights of at least three times the agreed fee, or at least a compensation that is reasonable and fair in proportion to the infringement committed, without prejudice to the right of the contractor to claim compensation for the damage actually suffered.

  8.3 The client is not (longer) permitted to use the results made available, whereby every license granted to the client in the context of the assignment also lapses:

      a. from the moment that the client does not (fully) comply with his (payment) obligations under the agreement or is otherwise in default, unless the shortcoming of the client is of minor importance in the light of the entire assignment;

      b. if the assignment is terminated prematurely for any reason whatsoever, unless the consequences of this are contrary to reasonableness and fairness. The contractor has, with due observance of the interests of the client, the freedom to use the design for its own publicity, references or promotion.

  8.4 For music that is used in a production, rights must be paid to copyright organization Buma/Stemra. These copyrights are additional costs, which are not included in the quotation, unless explicitly stated otherwise. The amount of the rights is determined by Buma/Stemra. The client is responsible for the payment of these rights.

  8.5 The agreement does not include conducting research into the existence of trademark rights, copyrights and portrait rights of third parties. The same applies to research into the possibility of such forms of protection for the client.

  8.6 The client must himself check whether the content does not infringe the trademark rights, copyrights or portrait rights of third parties. If the publication of the production results in infringement of the trademark rights, copyrights or portrait rights of third parties, this will be entirely at the expense and risk of the client.

Article 9. Privacy, data processing and security

  9.1 If the contractor processes personal data for the client, the parties will enter into a data processing agreement with each other.

  9.2 If the contractor considers this important for the execution of the agreement, the client will, at the contractor's request, immediately inform the contractor in writing about how the client complies with its legal obligation in the field of the protection of personal data.

  9.3 The client indemnifies the contractor against claims from persons whose personal data are processed or are processed in the context of a processing that is done by the client or for which the client is otherwise responsible under the law, unless the client proves that the facts that form the basis of the claim must be attributed exclusively to the contractor.

  9.4 The responsibility for the data that are processed using a service provided by the contractor lies solely with the client. The client guarantees the contractor that the content, use and/or processing of the data is not unlawful and does not infringe any right of a third party. The client indemnifies the contractor against any legal claim from third parties, for whatever reason, in connection with this data or the execution of the agreement.

  9.5 If the contractor is obliged under the agreement to provide for information security, that security will correspond to the specifications concerning security as agreed in writing between the parties. The contractor never guarantees that the information security is effective under all circumstances. If an explicitly described security is missing in the agreement, the security will meet the level that, given the state of the art, the sensitivity of the data and the costs associated with taking the security, is not unreasonable.

  9.6 If computer, data or telecommunications facilities are used in the execution of the agreement or otherwise, the contractor is entitled to assign access or identification codes to the client. The contractor is entitled to change assigned access or identification codes. The client treats the access and identification codes confidentially and with care and only makes them known to authorized employees. The contractor is never liable for damage or costs that are the result of use or misuse that is made of access or identification codes, unless the misuse was possible as a direct result of an attributable shortcoming or omission of the contractor.

Article 10. Fee and payment

  10.1 All prices used by the contractor are exclusive of value added tax (VAT) and other levies imposed or to be imposed by the government. In addition to the agreed fee, the costs that the contractor incurs for the execution of the assignment are also eligible for reimbursement.

  10.2 All prices made known by the contractor are always in Euros, unless agreed otherwise in writing, and the client must make all payments in Euros.

  10.3 If the contractor is forced to perform more or other work due to the non-timely or non-delivery of complete, sound and clear data/materials or due to a changed or incorrect assignment or briefing, this work will be carried out on the basis of additional work, whereby the rates usually used by the contractor apply. This also applies to the delivery of goods and/or performance of work and services that are not mentioned in the offer or have been agreed in writing afterwards.

  10.4 The contractor has the right to invoice its fee monthly, or in phases, for work performed and costs incurred for the execution of the assignment.

  10.5 The client must pay within thirty (30) days after the date of an invoice from the contractor, unless agreed otherwise in writing.

  10.6 If the client does not pay within the term of article 10.5, he is legally in default and he owes statutory interest on the total invoice amount without further notice of default. In the case of commercial transactions, the statutory interest is due pursuant to article 6:119a Dutch Civil Code.

  10.7 If the client according to the agreement consists of several natural persons and/or legal entities, each of those (legal) persons is jointly and severally liable to the contractor for compliance with the agreement.

  10.8 Unless the Parties have agreed otherwise in writing, work by the contractor will only commence when the advance invoice has been paid by the client.

  10.9 If there is a payment in installments, the contractor is entitled to temporarily suspend the services and/or products delivered by it if the client does not pay on time. In that case, the contractor is also authorized to freeze, meaning that the client does not (temporarily) gain access to, or does not have access to, those services and/or products.

  10.10 The client is never entitled to set off the amount owed by him to the contractor.

  10.11 Objections to the amount of an invoice do not suspend the payment obligation. The client who cannot invoke Section 6.5.3 (Articles 231 to 247 Book 6 Dutch Civil Code) is also not entitled to suspend the payment of an invoice for any other reason.

  10.12 If the client is in default or in breach of the (timely) fulfillment of his obligations, all reasonable costs for obtaining satisfaction out of court will be borne by the client. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice. The Extrajudicial Collection Costs Decree applies. However, if the contractor has incurred higher costs for collection that were reasonably necessary, the costs actually incurred will be eligible for reimbursement. The judicial and execution costs that may be incurred will also be recovered from the client. The client also owes interest on the collection costs due.

  10.13 The contractor may retain the items, data, documents, databases received or generated in the context of the agreement, despite an existing obligation to surrender them, until the client has paid all amounts due to the contractor.

Article 11. Retention of title

  11.1 All items delivered to the Client remain the property of the Contractor until all amounts that the Client owes to the Contractor under the agreement have been paid to the Contractor in full.

  11.2 The contractor may retain the data, documents, software and/or databases received or realized in the context of the agreement, despite an existing obligation to surrender or transfer them, until the client has paid all amounts due to the contractor.

Article 12. Termination and dissolution of the agreement

  12.1 When the client cancels the agreement, he must pay the agreed fee and any additional costs of third parties related to the work performed up to that time by the contractor minus any costs saved by the contractor as a result of the cancellation.

  12.2 If the agreement is dissolved by the contractor due to an attributable shortcoming in the fulfillment of the agreement by the client, the latter must pay the agreed fee and the costs incurred with regard to the work performed up to that time, plus the lost profit. Conduct of the client on the basis of which the contractor can no longer be required to complete the assignment is also regarded as attributable shortcomings in this context.

  12.3 Both the contractor and the client have the right to dissolve the agreement immediately in whole or in part in the event of bankruptcy or suspension of payment of the other party.

  12.4 If the assignment is terminated prematurely for any reason whatsoever, the client is not (longer) permitted to use the materials and/or designs made available to him and any license granted to the client in the context of the assignment lapses, unless explicitly agreed otherwise in writing.

  12.5 When the work of the contractor consists of repeatedly performing similar work, the agreement that applies to this will, unless otherwise agreed in writing, apply for an indefinite period. This agreement can only be terminated by written notice, with due observance of a reasonable notice period of at least six (6) months.

Article 13. Liability

  13.1 Except in the case of intent or deliberate recklessness on the part of executive officers of the contractor, the liability of the contractor for damage under the agreement or for an unlawful act committed against the client, is limited to the invoice amount that relates to the part of the assignment to be carried out, less the costs incurred by the contractor for engaging third parties, on the understanding that this amount will never be higher than € 250,000 (in words: two hundred and fifty thousand euros) and in any case is at all times limited to a maximum of the amount that the liability insurer of the contractor pays out in the case in question.

  13.2 Any liability lapses after a period of one (1) year from the moment the assignment is completed.

  13.3 The client is obliged, if reasonably possible, to keep copies of the data and materials and data provided by him until the assignment is fulfilled. If the client fails to do so, the contractor cannot be held liable for damage that would not have occurred if these copies had existed.

  13.4 The contractor is only liable for direct damage attributable to him. Direct damage only includes:

      a. reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these General Terms and Conditions;

      b. any reasonable costs necessary to have the defective performance of the contractor comply with the agreement;

      c. reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to limitation of the direct damage as referred to in these General Terms and Conditions.

  13.5 Liability of the contractor for all indirect damage, including, but not limited to, consequential damage, loss of profit, damaged or perished data or materials, damage due to business interruption or cybercrime, is excluded.

  13.6 The client accepts that the execution of the agreement may be delayed due to weather conditions or unforeseen technical defects to equipment. The contractor is never liable for such delays.

  13.7 The publication of the production made by the contractor is entirely at the risk of the client. The contractor can never be held liable for negative publicity following the publication of the production.

  13.8 The contractor is not liable for mutilation or loss of data as a result of sending the data using telecommunication facilities.

Article 14. Force majeure

  14.1 Force majeure on the part of the contractor includes, among other things, if the contractor is prevented from fulfilling its obligations under the agreement or from meeting the preparation thereof as a result of: internet failure, virus infection or computer breach by third parties, power failure, failure in e-mail traffic, weather conditions, natural disasters, traffic disruption, strikes, war, danger of war, terrorism, theft, fire, illness of one or more employees, defects to equipment arising during the execution of the agreement, government measures and errors in software or online services of third parties.

  14.2 Force majeure should also be understood to mean a non-attributable shortcoming of a third party engaged by the contractor.

  14.3 The contractor has the right to invoke force majeure even if the circumstance that gives rise to the force majeure occurs after the delivery period has been exceeded.

  14.4 If there is a situation of force majeure, the contractor will inform the client as soon as possible.

Article 15. Confidentiality

  15.1 The parties undertake to treat the detailed content of the agreement as confidential. This prohibition does not apply to the contractor if and to the extent that the provision of the relevant data to a third party is necessary pursuant to a court decision, a statutory regulation or for the proper execution of the Agreement.

  15.2 The parties will treat information that they provide to each other before, during or after the execution of the agreement as confidential when this information is marked as confidential or when the receiving party knows or can reasonably suspect that the information was intended as confidential. The parties also impose this obligation on their employees and on third parties engaged by them for the execution of the agreement.

Article 16. Disputes and applicable law

  16.1 Dutch law applies exclusively to every agreement between the contractor and the client.

  16.2 The Gelderland District Court, location Arnhem, has exclusive jurisdiction to hear disputes arising from or related to the agreement between the contractor and the client.