General Terms and Conditions of Lijm Amsterdam 2023
Date: 01-01-2023
Article 1: Definitions.
In these general terms and conditions, the following terms are used in the following sense unless expressly stated otherwise:
Lijm Amsterdam: The limited liability company Lijm Amsterdam, or any legal successor under general or special title and/or any other company affiliated with Lijm Amsterdam for whose benefit these terms and conditions have been entered into. Lijm Amsterdam is registered in the trade register under number 66314623. The VAT number of Lijm Amsterdam is NL856490830B01.
Client: The natural or legal person with whom an agreement to provide services is entered into.
Quotation: The offer made by Lijm Amsterdam for the provision of services.
Agreement: Any Agreement between the Client and Lijm Amsterdam, including (but not limited to) agreements to provide Services.
Services: The services to be provided by Lijm Amsterdam in the broadest sense of the word, including but not limited to the development of strategies in the field of digital and/or social media approach, the development of creative concepts and the realization of creative content, campaigns and digital platforms, for which Client and Lijm Amsterdam enter into an Agreement.
Article 2: General
These general conditions apply to every offer and Quotation of Lijm Amsterdam and every Agreement with Lijm Amsterdam. Terms and conditions are also posted on the website at www.lijm.amsterdam.
Deviations from these terms and conditions by the Client shall only apply insofar as Lijm Amsterdam has expressly accepted them in writing. Differing provisions apply only to the Quotation and/or the Agreement under which they are made.
Lijm Amsterdam is entitled to unilaterally amend these general terms and conditions. The amended general terms and conditions shall apply to new Agreements and Quotations from the time of amendment and for already existing Agreements from thirty days after written notification to Client of the amendment.
If in these conditions rights or favors are made for the benefit of Lijm Amsterdam, then these are also deemed to be stipulated for the benefit of third parties engaged by Lijm Amsterdam in connection with the realization or execution of the Agreement.
The applicability of the general terms and conditions of the Client (or third parties engaged by the Client) is expressly rejected.
If one or more articles of these terms and conditions should be declared invalid, other provisions of these terms and conditions will remain in full force and Lijm Amsterdam and the Client will consult in order to agree new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and intent of the void or voided provisions.
Article 3: Offers and Agreements.
All Offers and quotations are indicative and entirely without obligation, unless a deadline for acceptance is specified in the offer.
Quotes and quotations may undergo changes due to unforeseen changes in work.
If the acceptance (even on minor points) deviates from the offer included in the Quote, Lijm Amsterdam is not bound to these deviations. The Agreement will then not be concluded in accordance with this deviating acceptance, unless Lijm Amsterdam agrees in writing to the deviating acceptance.
Quotes do not automatically apply to future orders.
Changes to the order agreed upon in the Agreement, can only be agreed upon in writing.
Article 4: Good contractor and good principal
In the execution of the Agreements, Lijm Amsterdam will observe the care of a good contractor as much as possible and will do its utmost to achieve the best possible result for the Client.
If necessary for proper performance of Agreement, Lijm Amsterdam may have certain work performed by third parties. The choice of third parties to be engaged by Lijm Amsterdam will, to the extent possible and reasonable, be determined in consultation with the Client. Lijm Amsterdam will obviously act with care in this regard.
The client is obliged to do everything that is reasonably necessary and/or desirable to make a timely and correct performance of the work by Lijm Amsterdam possible. If the aforementioned items and data required for the performance of the Agreement are not provided to Lijm Amsterdam in a timely manner, Lijm Amsterdam has the right to suspend the performance of the Agreement and/or charge the additional costs resulting from the delay to the Client.
Article 5: Fee
The fee for the work to be performed by Lijm Amsterdam is either a total amount for the entire assignment or a total amount per month. If the work cannot proceed (during a period) due to the actions of the Client, Lijm Amsterdam remains entitled to charge the total amount (whether or not per month).
Rates charged and quoted by Lijm Amsterdam are based on amounts and (cost price determining) conditions as known to Lijm Amsterdam at the time the Quote was prepared. To the extent that the amounts and conditions between the aforementioned moment and the moment of providing the Services change to the disadvantage of Lijm Amsterdam, Lijm Amsterdam has the right to change its quoted rates in that regard.
In addition, Lijm Amsterdam is entitled to adjust its rates annually.
Notwithstanding the provisions of the preceding paragraphs of this article, Lijm Amsterdam may index its prices annually on January 1 in accordance with the information provided by Statistics Netherlands.
All rates and prices mentioned in the Quotation, the Agreement, are exclusive of VAT and other legal levies imposed by the government, unless expressly agreed otherwise.
For reasons of its own, Lijm Amsterdam is at all times entitled to require full payment (or part thereof) as an advance payment. To the extent that a Client fails to pay this advance, in full or on time, Lijm Amsterdam is entitled to terminate the Agreement with immediate effect, without being liable for any form of compensation. Insofar as Lijm Amsterdam has demonstrably performed work in the (preparation of the) execution of the Agreement, the Client shall be obliged to compensate such work in full. The advance will be deducted from the last invoice for the work to which payment of the advance relates.
Lijm Amsterdam shall pass on to the Client so-called “out of pocket” costs to be incurred by it, such as (but not limited to) travel expenses and in general the costs of third parties engaged in consultation with the Client . These costs will be reasonably incurred, as well as – to the extent reasonably possible – discussed in advance with Client. Lijm Amsterdam shall provide all necessary and sufficient documents in this regard at the Client’s first request.
If Client purchases a financial credit from Lijm Amsterdam, is to redeem the credit only for the purpose agreed upon in writing, within the period of up to 6 months. The credit can only be used for activities that Lijm picks up internally and is not for out-of-pocket or direct costs, unless the parties have agreed otherwise.
Article 6: Payment
Invoices on behalf of fees and expenses of Lijm Amsterdam will be charged periodically (monthly), unless otherwise agreed in writing.
Payment must be made within 30 days of the invoice date, in a manner to be indicated by Lijm Amsterdam. Objections to the amount of invoices do not suspend the payment obligation.
Payments made by the Client shall first serve to settle any interest and costs owed and then any due and payable invoices that have been outstanding the longest, even if the Client states that the payment relates to a later invoice. Lijm Amsterdam may, without thereby being in default, refuse an offer of payment if the Client designates a different order of attribution.
If the term of payment is exceeded, Client shall be liable, even without a notice of default to that effect, for default interest equal to 1% per month (and in the case of trading parties the level of statutory commercial interest) from the due date, unless the statutory interest rate is higher in which case the statutory interest rate shall apply. Interest on the amount due and payable will be calculated from the time Client is in default until the moment of payment of the full amount. Part of a month is calculated as a full month.
From the due date, Client shall also owe extrajudicial (and any judicial) collection costs on the outstanding invoice amount, calculated in accordance with the Compensation for Extrajudicial Collection Costs Decree.
Lijm Amsterdam can refuse full repayment of the principal sum, if this does not include the interest still due, current interest and costs.
Article 7: Liability
Lijm Amsterdam is not liable for damages suffered by the Client, of any nature whatsoever, except insofar as caused by intent or gross negligence on the part of the management of Lijm Amsterdam. Any liability of Lijm Amsterdam towards the Client shall at all times be limited to the amount actually paid out by the professional liability insurer of Lijm Amsterdam, increased by the excess.
When Lijm Amsterdam engages third parties in the performance of Agreement, it accepts no liability for damages resulting from shortcomings of these third parties. Upon first request, Lijm Amsterdam shall transfer to the Client any rights it may exercise against the relevant third party in connection with the damage caused by the third party.
Furthermore, Lijm Amsterdam is not liable for damages of any kind, for damages suffered indirectly by the Client and/or in the event that Lijm Amsterdam has relied on incorrect and/or incomplete data and/or information provided by the Client.
Lijm Amsterdam is not liable for the (temporary) inaccessibility of social platforms, or for errors in the systems or functionalities (whether or not due to updates or patches) of Facebook, LinkedIn, Instagram, Snapchat, YouTube, Google+ and/or Twitter.
All claims of the Client shall expire twelve months after the Services have been performed for the purposes of the Agreement to which such claims relate.
Article 8: Intellectual and industrial property rights.
All intellectual or industrial property rights to all works developed and/or made available and/or delivered pursuant to the Agreement, including strategies developed specifically for the benefit of the Client, creative content, digital platforms, activities agreements, models and other documents, belong exclusively to Lijm Amsterdam or its licensors.
Lijm Amsterdam grants Client permission to use these documents for the purpose for which it was developed and under the conditions set forth in the Agreement.
The Client is thus not permitted to use these works more widely than agreed upon without the express permission of Lijm Amsterdam. For any broader use, Lijm Amsterdam will be entitled, without losing any rights, to a compensation – to be determined in all reasonableness.
Article 9: Secrecy
Lijm Amsterdam and Client shall keep confidential all confidential information about each other obtained under the Agreement.
Article 10: Termination
Fixed-term contracts are not terminable mid-term. Fixed-term contracts can be terminated with three months’ notice.
Lijm Amsterdam is authorized to terminate any Agreement or other legal relationship between Lijm Amsterdam and the Client with immediate effect or to suspend its obligations, if the Client:
even after notice of default, fails to fulfill its obligations;
has filed for suspension of payments or bankruptcy, or has been declared bankrupt, or is voluntarily liquidating business;
has not provided the security agreed upon for fulfillment in advance or is insufficient; and/or is in such circumstances that Lijm Amsterdam has good reason to fear that the Client will not fulfill its obligations.
The authority to terminate or suspend does not affect Lijm Amsterdam’s right to additionally claim damages from the Client.
Article 12: Applicable law and competent court
All Agreements and legal relationships with Lijm Amsterdam are exclusively governed by Dutch law.
All disputes between the Client and Lijm Amsterdam will be submitted exclusively to the competent court in Amsterdam.