General Terms for provision of all-round creative services by Sluijter Studio
General Conditions Sluijter Studio
Contents
1 Definitions
2 General
3 Prices, VAT and payment
4 Performance of the Services 35 Liability, force majeure, and indemnity 36 Term and Termination 47 Intellectual property 48 Confidentiality 49 Applicable law, competent court 5
1 Definitions1.1 The terms in these General Conditions will have the following meaning:Agreement: The agreement or agreed offer concluded between Sluijter Studio and
Client for the provision of Services by Sluijter Studio.
Client: Party that acquires the Services.General Conditions: These General Conditions under which Sluijter Studio provides Services
to Client.
Party / Parties: Sluijter Studio and Client individually referred to as a “Party” and jointly as
the “Parties”.
Services: The all-round creative services (in whatever form and however named)
that Sluijter Studio performs for or on behalf of Client.
Sluijter Studio: Party, acting under the name of Sluijter Studio or Sluijter Design for, asole proprietorship, having its registered office in Agnes vanLeeuwenberchstraat 2 Bis, 3515 AZ, Utrecht, registered with theChamber of Commerce under number 88740293.
2 General2.1 General Conditions. The Agreement will not be subject to any purchase or procurementconditions or other general terms and conditions of the Parties, other than the GeneralConditions and conditions explicitly included in the Agreement. To the extent that any suchgeneral terms and conditions have been provided to Client prior to the execution of theAgreement by Client, such general terms and conditions are hereby expressly rejected.2.2 References. References to singular or plural are deemed to include the plural or singular to theextent that this is required by the context.3 Prices, VAT and payment
General Conditions Sluijter StudioPage 3 of 15April 20243.1 Prices. The prices are specified in the Agreement.3.2 Invoice. The invoice contains a description of the delivered Services, quantities, and the invoicenumber. If payment is late, Client must pay the outstanding amount plus statutory interest afterreceiving a written demand for payment that stipulates a reasonable further period for payment.3.3 Travel costs. Travel costs within the Netherlands may be invoiced at an amount per kilometreagreed in advance or at the applicable second-class or equivalent rate for public transport.Other costs may be incurred after consent of Client and will be invoiced on the basis of expensestatements.3.4 Payment term. Client will pay the invoice sent by Sluijter Studio within fourteen days of receipt.3.5 Disputed invoices. If Client disputes any part of the invoice, Client will inform Sluijter Studiothereof without undue delay, but no later than within the payment period set out in clause 3.4,substantiating the reasons for disputing the invoice. Parties will consult with each other as soonas possible to discuss the disputed part of the invoice. If it is established that the dispute wasjustified, a credit note for the relevant (part of) the invoice will be sent and Client will pay anyremaining amounts due within fourteen calendar days of receipt of the adjusted invoice. If it isestablished that the dispute was not justified, Client will within seven working days of this beingestablished pay the disputed part of the invoice.4 Performance of the Services4.1 Sluijter Studio will execute the Agreement himself, unless Client has expressly agreed in writingto outsourcing, subcontracting, purchasing from third parties, or has given written instructions tothat effect.4.2 Sluijter Studio will perform the Services in accordance with the Agreement, other relevantcontractual arrangements and at least in accordance with market legal standards.4.3 If changes to the Agreement complicate or increase the performance to be rendered by SluijterStudio under the Agreement, these changes will constitute additional work for which SluijterStudio is entitled to be reasonably compensated. If Sluijter Studio believes he is entitled to becompensated for additional work, he will quote based on the scope of the additional workexpected because of this change and the reasonable costs involved for Client. Sluijter Studiowill not start performing the additional work before it has received written and explicitinstructions from Client.4.4 Sluijter Studio agrees that he will behave on Client’s site and in Client’s buildings in accordancewith the applicable regulations and rules of conduct on health, safety, and security, and willfollow the instructions and guidelines given for this purpose.5 Liability, force majeure, and indemnity5.1 If one Party attributably fails to perform one or more of its obligations to which no strict deadlineapplies, the other Party must give it a notice of default, unless performing those obligations isalready permanently impossible, in which case the defaulting Party will be in defaultimmediately. The notice of default must be given in writing and the defaulting Party will begranted a reasonable period, not exceeding one calendar month, in which to still fulfil its
General Conditions Sluijter StudioPage 4 of 15April 2024obligations. This period has the nature of a fatal deadline.5.2 Sluijter Studio executes the Agreement entirely at its own risk. Sluijter Studio will compensateall direct damage that Client or third parties may suffer because of or in connection with theexecution of the Agreement, to a maximum of 75% of the invoiced amounts over the preceding6 months. The liability of Parties for indirect damage, including but not limited to consequentialdamage, loss of profit, missed savings, damage due to business interruption, and/or damage tothe image of the other Party is excluded.5.3 Client is not liable for payment of wages to employees of Sluijter Studio and for anygovernment-imposed obligation to pay wage tax and social contributions in connection with theamounts owed to the employee or third parties.6 Term and Termination6.1 Each Agreement will be entered into for the term of the execution of the Services as describedin the Agreement.6.2 If Sluijter Studio fails to execute the Agreement properly or meet the deadline(s), Client will giveSluijter Studio a notice of default and grant Sluijter Studio a reasonable period for performance.Without prejudice to its other rights, Client may terminate all or part of the Agreement by merenotification to Sluijter Studio, with no further notice of default required, only if Sluijter Studio failsto execute the Agreement properly or if a deadline is exceeded and it can reasonably beassumed that Sluijter Studio will not execute the Agreement properly and on time.6.3 If Sluijter Studio is granted a provisional or final moratorium on the payment of its debts, isdeclared bankrupt, its business is shut down or liquidated, dies (if a natural person), undergoesa merger, or another party gains substantial control of Sluijter Studio, the Agreement will beterminated by operation of law, unless Client gives notice that it wishes to maintain all or part ofthe Agreement within a reasonable period of learning the relevant fact.7 Intellectual property7.1 Sluijter Studio warrants that the Services do not infringe any intellectual property rights of thirdparties and it indemnifies Client and its clients against any such infringement, including similarclaims relating to know-how, unlawful competition, and so on.7.2 If the delivered Services result in the creation of intellectual property rights (immediately or inthe future), these rights will belong to Client, unless Parties agree otherwise. If these rightsrequire a legal transfer, Sluijter Studio will cooperate transferring these rights to Client.7.3 Unless agreed otherwise, Sluijter Studio will not waive any personality rights regarding theresult of the Services.8 Confidentiality8.1 Confidential Information. Each Party will keep confidential all information received from the otherParty which is known to be confidential or should reasonably be considered confidential. Theforegoing does not apply if and to the extent that the provision of the relevant information to a
General Conditions Sluijter StudioPage 5 of 15April 2024third party is necessary pursuant to a court decision, a statutory provision or for the properperformance of its obligations under the Agreement. The Party receiving confidential informationshall only use it for the purpose of performing its obligations under the Agreement. Informationwill in any case be considered confidential if it has been designated as such by one of theParties. These confidentiality obligations do not apply to information which:a) was part of the public domain at the time when the disclosing Party disclosed theinformation in question to the receiving Party;b) becomes part of the public domain after disclosure by the disclosing Party withoutany fault or breach of any obligation by the receiving Party;c) has been received by the receiving Party from a third party not affiliated to thedisclosing Party without that third party having breached an obligation ofconfidentiality;d) was already in the possession of the receiving Party without restriction regardingthe use at the time of the disclosure by the disclosing Party;e) is independently developed by the receiving Party without any use of or referenceto the Confidential Information of the disclosing Party.
9 Applicable law, competent court9.1 Applicable law. This Agreement and any disputes arising in connection therewith, are governedby Dutch law. The applicability of the 1980 United Nations Convention on Contracts for theInternational Sale of Goods (Vienna Sales Convention) is excluded.9.2 Competent court. The Parties will at all times first try to resolve any disputes that may arisebetween the Parties in connection to the Agreement amicably. Disputes that cannot be resolvedamicably will exclusively be submitted for settlement to the competent
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Contents
1 Definitions
2 General
3 Prices, VAT and payment
4 Performance of the Services 35 Liability, force majeure, and indemnity 36 Term and Termination 47 Intellectual property 48 Confidentiality 49 Applicable law, competent court 5
1 Definitions1.1 The terms in these General Conditions will have the following meaning:Agreement: The agreement or agreed offer concluded between Sluijter Studio and
Client for the provision of Services by Sluijter Studio.
Client: Party that acquires the Services.General Conditions: These General Conditions under which Sluijter Studio provides Services
to Client.
Party / Parties: Sluijter Studio and Client individually referred to as a “Party” and jointly as
the “Parties”.
Services: The all-round creative services (in whatever form and however named)
that Sluijter Studio performs for or on behalf of Client.
Sluijter Studio: Party, acting under the name of Sluijter Studio or Sluijter Design for, asole proprietorship, having its registered office in Agnes vanLeeuwenberchstraat 2 Bis, 3515 AZ, Utrecht, registered with theChamber of Commerce under number 88740293.
2 General2.1 General Conditions. The Agreement will not be subject to any purchase or procurementconditions or other general terms and conditions of the Parties, other than the GeneralConditions and conditions explicitly included in the Agreement. To the extent that any suchgeneral terms and conditions have been provided to Client prior to the execution of theAgreement by Client, such general terms and conditions are hereby expressly rejected.2.2 References. References to singular or plural are deemed to include the plural or singular to theextent that this is required by the context.3 Prices, VAT and payment
General Conditions Sluijter StudioPage 3 of 15April 20243.1 Prices. The prices are specified in the Agreement.3.2 Invoice. The invoice contains a description of the delivered Services, quantities, and the invoicenumber. If payment is late, Client must pay the outstanding amount plus statutory interest afterreceiving a written demand for payment that stipulates a reasonable further period for payment.3.3 Travel costs. Travel costs within the Netherlands may be invoiced at an amount per kilometreagreed in advance or at the applicable second-class or equivalent rate for public transport.Other costs may be incurred after consent of Client and will be invoiced on the basis of expensestatements.3.4 Payment term. Client will pay the invoice sent by Sluijter Studio within fourteen days of receipt.3.5 Disputed invoices. If Client disputes any part of the invoice, Client will inform Sluijter Studiothereof without undue delay, but no later than within the payment period set out in clause 3.4,substantiating the reasons for disputing the invoice. Parties will consult with each other as soonas possible to discuss the disputed part of the invoice. If it is established that the dispute wasjustified, a credit note for the relevant (part of) the invoice will be sent and Client will pay anyremaining amounts due within fourteen calendar days of receipt of the adjusted invoice. If it isestablished that the dispute was not justified, Client will within seven working days of this beingestablished pay the disputed part of the invoice.4 Performance of the Services4.1 Sluijter Studio will execute the Agreement himself, unless Client has expressly agreed in writingto outsourcing, subcontracting, purchasing from third parties, or has given written instructions tothat effect.4.2 Sluijter Studio will perform the Services in accordance with the Agreement, other relevantcontractual arrangements and at least in accordance with market legal standards.4.3 If changes to the Agreement complicate or increase the performance to be rendered by SluijterStudio under the Agreement, these changes will constitute additional work for which SluijterStudio is entitled to be reasonably compensated. If Sluijter Studio believes he is entitled to becompensated for additional work, he will quote based on the scope of the additional workexpected because of this change and the reasonable costs involved for Client. Sluijter Studiowill not start performing the additional work before it has received written and explicitinstructions from Client.4.4 Sluijter Studio agrees that he will behave on Client’s site and in Client’s buildings in accordancewith the applicable regulations and rules of conduct on health, safety, and security, and willfollow the instructions and guidelines given for this purpose.5 Liability, force majeure, and indemnity5.1 If one Party attributably fails to perform one or more of its obligations to which no strict deadlineapplies, the other Party must give it a notice of default, unless performing those obligations isalready permanently impossible, in which case the defaulting Party will be in defaultimmediately. The notice of default must be given in writing and the defaulting Party will begranted a reasonable period, not exceeding one calendar month, in which to still fulfil its
General Conditions Sluijter StudioPage 4 of 15April 2024obligations. This period has the nature of a fatal deadline.5.2 Sluijter Studio executes the Agreement entirely at its own risk. Sluijter Studio will compensateall direct damage that Client or third parties may suffer because of or in connection with theexecution of the Agreement, to a maximum of 75% of the invoiced amounts over the preceding6 months. The liability of Parties for indirect damage, including but not limited to consequentialdamage, loss of profit, missed savings, damage due to business interruption, and/or damage tothe image of the other Party is excluded.5.3 Client is not liable for payment of wages to employees of Sluijter Studio and for anygovernment-imposed obligation to pay wage tax and social contributions in connection with theamounts owed to the employee or third parties.6 Term and Termination6.1 Each Agreement will be entered into for the term of the execution of the Services as describedin the Agreement.6.2 If Sluijter Studio fails to execute the Agreement properly or meet the deadline(s), Client will giveSluijter Studio a notice of default and grant Sluijter Studio a reasonable period for performance.Without prejudice to its other rights, Client may terminate all or part of the Agreement by merenotification to Sluijter Studio, with no further notice of default required, only if Sluijter Studio failsto execute the Agreement properly or if a deadline is exceeded and it can reasonably beassumed that Sluijter Studio will not execute the Agreement properly and on time.6.3 If Sluijter Studio is granted a provisional or final moratorium on the payment of its debts, isdeclared bankrupt, its business is shut down or liquidated, dies (if a natural person), undergoesa merger, or another party gains substantial control of Sluijter Studio, the Agreement will beterminated by operation of law, unless Client gives notice that it wishes to maintain all or part ofthe Agreement within a reasonable period of learning the relevant fact.7 Intellectual property7.1 Sluijter Studio warrants that the Services do not infringe any intellectual property rights of thirdparties and it indemnifies Client and its clients against any such infringement, including similarclaims relating to know-how, unlawful competition, and so on.7.2 If the delivered Services result in the creation of intellectual property rights (immediately or inthe future), these rights will belong to Client, unless Parties agree otherwise. If these rightsrequire a legal transfer, Sluijter Studio will cooperate transferring these rights to Client.7.3 Unless agreed otherwise, Sluijter Studio will not waive any personality rights regarding theresult of the Services.8 Confidentiality8.1 Confidential Information. Each Party will keep confidential all information received from the otherParty which is known to be confidential or should reasonably be considered confidential. Theforegoing does not apply if and to the extent that the provision of the relevant information to a
General Conditions Sluijter StudioPage 5 of 15April 2024third party is necessary pursuant to a court decision, a statutory provision or for the properperformance of its obligations under the Agreement. The Party receiving confidential informationshall only use it for the purpose of performing its obligations under the Agreement. Informationwill in any case be considered confidential if it has been designated as such by one of theParties. These confidentiality obligations do not apply to information which:a) was part of the public domain at the time when the disclosing Party disclosed theinformation in question to the receiving Party;b) becomes part of the public domain after disclosure by the disclosing Party withoutany fault or breach of any obligation by the receiving Party;c) has been received by the receiving Party from a third party not affiliated to thedisclosing Party without that third party having breached an obligation ofconfidentiality;d) was already in the possession of the receiving Party without restriction regardingthe use at the time of the disclosure by the disclosing Party;e) is independently developed by the receiving Party without any use of or referenceto the Confidential Information of the disclosing Party.
9 Applicable law, competent court9.1 Applicable law. This Agreement and any disputes arising in connection therewith, are governedby Dutch law. The applicability of the 1980 United Nations Convention on Contracts for theInternational Sale of Goods (Vienna Sales Convention) is excluded.9.2 Competent court. The Parties will at all times first try to resolve any disputes that may arisebetween the Parties in connection to the Agreement amicably. Disputes that cannot be resolvedamicably will exclusively be submitted for settlement to the competent
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Experience
Freelance Sluijter Studio (NOW)
Xilver Designs
Education
University of Arts Utrecht (NOW)
Exhibitions
Mind Your Language, AG
Freelance Sluijter Studio (NOW)
Xilver Designs
Education
University of Arts Utrecht (NOW)
Exhibitions
Mind Your Language, AG