Terms and conditions

Last updated: 5 December 2023

1. Agreement, quotation, invoice and confirmation

  1. 1.1 - These general terms and conditions, to the exclusion of purchase or other conditions of the client, shall apply to the conclusion, content and performance of all agreements concluded between the client and 35.
  2. 1.2 - Quotes are without obligation and are valid for 1 month. Quotations may be subject to change due to change in work. Prices are exclusive of VAT and other government levies. Mentioned rates and offers do not automatically apply to future assignments.
  3. 1.3 - Orders must be confirmed by the client in writing. Should the principal fail to do so, but nevertheless agree to 35 starting to carry out the order, the contents of the quotation shall be deemed to have been agreed. Further verbal agreements and clauses shall only be binding after 35 has confirmed them in writing.
  4. 1.4 - The contents of our agreements are strictly confidential. It is not permitted to refute offers, invoices or correspondence to third parties.

2. execution of agreements

  1. 2.1 - 35 will carry out the assignment carefully and independently, the client's interests and results always being paramount. 35 strives to act as transparently as possible and will keep the client informed of the progress of the work.
  2. 2.2 - 35 shall charge phased partial invoices depending on the scope of the assignment and the time frame in which the assignment is completed. Partial invoices are a percentage of the whole, depending on the number of phases. 35 takes the liberty of arranging phases itself unless otherwise agreed with the client.
  3. 2.3 - The client shall do everything that is reasonably necessary or desirable to enable 35 to deliver on time and correctly, in particular by supplying complete, sound and clear data or materials on time.
  4. 2.4 - A deadline specified by 35 for completion of the design is indicative in nature, unless the nature or content of the agreement indicates otherwise.
  5. 2.5 - Unless otherwise agreed upon, performing tests, research in default of the client, applying for permits and assessing or instructing the client are not part of the 35's assignment.
  6. 2.6 - Before proceeding with production or disclosure, the parties shall give each other the opportunity to check and approve the latest models, prototypes or proofs of the design. If 35 is to give orders or instructions to production companies or other third parties, whether or not in the name of the client, the client must confirm its above-mentioned approval at 35's request.
  7. 2.7 - Complaints must be communicated to 35 in writing as soon as possible, but in any case within ten working days of the completion of the assignment, failing which the client shall be deemed to have fully accepted the result of the assignment.

3. Use & license

  1. 3.1 - If the client complies in full with his obligations under the agreement with 35, he shall acquire an exclusive license to use the design insofar as this relates to the right of publication in accordance with the purpose agreed when the work was commissioned. If no such purposes have been agreed, the license is limited to that use of the design for which firm intentions existed at the time the work was commissioned. These intentions must have been demonstrably made known to 35 prior to the conclusion of the agreement.
  2. 3.2 - Without the written consent of 35, the client is not entitled to use or alter the design more extensively or in any other way than agreed. In the event of any broader or different use not agreed upon, including any amendment, mutilation or infringement on the provisional or final design, the designer will be entitled to compensation due to infringement of his/her rights of at least three times the agreed fee, or at least a fee that is reasonably proportional to the infringement committed.
  3. 3.3 - The client shall not be permitted to use the results made available and any license granted to the client in the context of the assignment shall expire from the moment the client fails to (fully) comply with his (payment) obligations under the agreement or is otherwise in default, unless the client's default is of minor significance in the light of the assignment as a whole.
  4. 3.4 - 35 with due regard to the interests of the client, has the freedom to use the design for its own publicity or promotion.

4. Fee and incidental expenses

  1. 4.1 - In addition to the agreed fee, costs, which 35 incurs for the execution of the order, are also eligible for reimbursement. These are included in quotations and prices.
  2. 4.2 - If 35 is forced to perform more or other work due to failure to provide complete, sound and clear data/materials in a timely manner or due to changed or incorrect briefing, such work shall be charged separately.

5. Payments

  1. 5.1 - Payments must be made within 30 days of the invoice date. If after this period 35 has not received (full) payment, the client shall be in default and shall owe interest at the statutory rate. All costs incurred by 35, such as legal costs and extrajudicial and judicial costs, including the costs of legal assistance, bailiffs and collection agencies, incurred in connection with late payments shall be borne by the principal.
  2. 5.2 - 35 has the right to charge his fee monthly for work performed and expenses incurred in the performance of the order.
  3. 5.3 - The Client shall make the payments due to 35 without discount or offsetting, except for offsetting against offsettable advances relating to the agreement, which it has made to 35. The Client shall not be entitled to suspend payment of invoices for work already performed.
  4. 5.4 - 35 does not accept cash payments. Payment can be made by bank only.

6. Enabling third parties

  1. 6.1 - Unless otherwise agreed, orders to third parties, in the context of the creation of the design, shall be given by or on behalf of the client. At the client's request, 35 may act as agent for the client's account and risk. The parties may agree on a fee for this. 35 will monitor designs and house styles at all times, even on completion of the order.
  2. 6.2 - If 35 draws up an estimate for third party costs at the request of the Principal, this estimate shall be indicative only. If required, 35 may request quotations on behalf of the Client.
  3. 6.3 - If, in the execution of the order, 35 procures goods or services from third parties by express agreement at its own expense and risk, after which these goods or services are passed on to the client, the provisions of the supplier's general terms and conditions relating to the quality, quantity, capacity and delivery of these goods or services shall also apply against the client.

7. intellectual property and proprietary rights

  1. 7.1 - Unless otherwise agreed, all intellectual property rights arising from the order - including patent, design and copyright rights - shall belong to 35. Insofar as such a right can be obtained only by filing or registration, 35 shall be exclusively authorized to do so.
  2. 7.2 - Unless the work does not lend itself to it, 35 shall at all times be entitled to mention or remove his/her name on or near the work (or have it mentioned), and the client shall not be permitted to publish or reproduce the work without mentioning 35's name without prior permission.
  3. 7.3 - Unless otherwise agreed, the expressions created by 35 in the context of the order shall remain the property of 35, regardless of whether they have been made available to the client or to third parties.
  4. 7.4 - Upon completion of the order, neither the client nor 35 shall have any obligation to each other to retain the materials and data used.

8. Termination and dissolution of the agreement

  1. 8.1 - When the client terminates a contract, in addition to compensation, he must pay the fee and expenses incurred in relation to the work performed up to that time in line with the status of the assignment and the work done.
  2. 8.2 - If the agreement is terminated by 35 due to an attributable failure by the client to perform the agreement, the client must pay, in addition to compensation, the fee and costs incurred in relation to the work performed up to that time. In this connection, conduct by the client on the grounds of which 35 can no longer reasonably be required to complete the assignment shall also be regarded as an attributable failure.
  3. 8.3 - Both 35 and the client have the right to immediately terminate the agreement in whole or in part in the event of bankruptcy or (provisional) suspension of payments of the other party. In the event of the client's bankruptcy, the designer has the right to terminate the right of use granted.
  4. 8.4 - In the event of dissolution by the principal due to an attributable failure by 35 to comply with its obligations, the performance already delivered and the related payment obligation shall not be the subject of undoing, unless the principal proves that 35 is in default with regard to that performance. 35 assumes that the client is aware of the qualities of 35, therefore no performance rights can be derived from drafts. Amounts that 35 has invoiced before the dissolution in connection with what it has already duly performed or delivered in execution of the agreement shall, with due observance of the provisions of the previous sentence, continue to be owed in full and shall become immediately payable at the time of dissolution.
  5. 8.5 - Where the work of 35 consists of the repeated performance of similar work, then, unless otherwise agreed in writing, the agreement in force for it shall be for an indefinite period. This agreement may only be terminated by written notice, with reasonable notice of at least three months.

9. Warranties and indemnities

  1. 9.1 - 35 guarantees that the deliverable was designed by or on behalf of him/her and that, if the design is copyrighted, he/she is considered the creator within the meaning of the Copyright Act and can dispose of the work as the copyright owner.
  2. 9.2 - The client shall indemnify 35 or persons engaged by 35 in the assignment against all third party claims arising from the applications or use of the result of the assignment.
  3. 9.3 - The client indemnifies 35 against claims relating to intellectual property rights to materials or data provided by the client, which are used in the execution of the order.

10. Liability

    1. 1 - 35 is not liable for shortcomings in the material provided by the Client; misunderstandings, errors or shortcomings with regard to the performance of the agreement if they have their origin or cause in actions of the Client, such as failure to provide complete, sound and clear data/materials on time or at all; errors or shortcomings of third parties engaged by or on behalf of the Client; shortcomings in quotations from suppliers or for exceeding price quotations from suppliers; Errors or shortcomings in the design or the text/data, if the client has given his approval, or has been given the opportunity to carry out an inspection and has not availed himself of this opportunity; Errors or shortcomings in the design or the text/data, if the client has not had a particular model, prototype or test drawn up or carried out, and these errors would have been noticeable in such a model, prototype or test.
  2. 10.2 - pdrachtnemer shall only be liable for direct damage attributable to him. Direct loss shall be understood to mean only: reasonable costs incurred to establish the cause and extent of the loss, in so far as such establishment relates to loss in the sense of these Terms and Conditions; any reasonable costs incurred to have 35's faulty performance conform to the agreement; reasonable costs incurred to prevent or limit loss, in so far as the Principal demonstrates that such costs have led to a limitation of the direct loss as referred to in these General Terms and Conditions. 35's liability for all damage other than the above, such as indirect damage, including consequential damage, loss of profit, mutilated or lost data or materials, or damage due to business stagnation, is excluded.
  3. 10.3 - Any liability shall expire by the lapse of one year from the time the assignment is completed.
  4. 10.4 - The client is obliged, if reasonably possible, to retain copies of materials and data provided by it until the order has been fulfilled. If the client fails to do so, 35 cannot be held liable for damage that would not have occurred if these copies had existed.

11. Other provisions

  1. 11.1 - The client shall not be permitted to transfer any right under an agreement concluded with 35 to third parties, other than in the event of transfer of its entire business.
  2. 11.2 - The parties are bound to treat confidentially any facts and circumstances that come to the knowledge of the other party in the context of the assignment. Third parties involved in the execution of the assignment shall be bound to the same confidential treatment with respect to these facts and circumstances originating from the other party.
  3. 11.3 - The agreement between 35 and the Principal shall be governed by Dutch law. The court to hear disputes between 35 and the Client shall be the competent court in the district where 35 has its registered office, or the court competent by law, at 35's discretion.