1

A) These general conditions apply to the preparation, content and performance of all the client and Studiozilt projects. unless stated otherwise in a written contract.

B) Offers are without engagement. Prices quoted are subject to change due to unforeseen changes in the work.


C) Commissions must be confirmed in writing by the client. If the client fails to do so, but nevertheless agrees that Studiozilt commences with the execution of the order, then the terms of the offer are agreed. Subsequent oral agreements and stipulations binding Studiozilt only after they have been confirmed in writing.


D) If the Client wishes to provide identical work to multiple agencies, he should notify Studiozilt, stating the names of the other offices, at the latest before starting the project..

2

A) Studiozilt will endeavor the project carefully, in an independent manner, in the best interests of the client; to the best of its ability.. To the extent nescessary Studiozilt will inform the client of the progress of the work.


B) The Client is obliged to do all that which is reasonably necessary or desirable to ensure timely and proper delivery by Studiozilt. In particular through the timely delivery of complete, sound and clear data or materials.


C) If the Client has requested a budget for costs of third parties, then this budget is only an approximation.

D) Unless otherwise agreed, instructions to third parties in connection with the execution of the contract, by or on behalf provided. At the request of the client Studiozilt can, at the risk of the client, act as an agent. The parties may agree on a fee. If during the execution of the assignment Studiozilt expresses an agreement for its own account and risk goods or services from third parties, and these goods or services are transferred to the client, then the provisions of the general conditions of the supplier with regard to the permitted deviations in the quality, quantity and quality of such goods or services will also apply to the client.


E) Prior to production, reproduction or publication party must give each other the opportunity to the latest models, prototypes or tests that the outcome of the contract, to check and approve. At the request of Studiozilt client must approve in writing.

F) Specified deadlines for completion of the assignment are approximations only, unless the nature or content of the project states otherwise.

G) The execution of tests, the application of licenses and whether the instructions of the client meet the legal standards are not part of the responsibility of Studiozilt.


H) Complaints must as soon as possible be posted in writing to Studiozilt, but in any case within ten working days after completion of the contract in writing. In failing to do so, the right to complaints lapses.

E) Client will provide binding feedback no later than three working days after a project is presented to the client. To the extent nescessary Studiozilt will inform the client if the feedback is workable and falls within the scope of the project or has budget and timeline implications. The number of feedback are specified in the quotation.

3

A) Unless the parties otherwise agreed in writing, the intellectual property rights, resulting from the Studiozilt project, including patents, design rights, copyright, trademark, related right or a benefit aligned with an intellectual property right, belongs to Studiozilt. The forementioned rights can only be acquired by the client through registration authorized by Studiozilt,
 and, unless the parties otherwise agreed, a negotiable buy out fee.

B) Unless agreed in writing; Projects do not include the responsibility for studiozilt to carry out research into the existence of patent rights, trademark rights, drawing or design rights, copyrights and portrait rights of third parties. The same applies to any investigation into the possibility of such forms of protection for client.


C) Unless the work does not lend itself for it; Studiozilt is always entitled to its name at or near the work; mentioned or deleted. Without prior permission the client is not permitted to publish work without mentioning the name studiozilt for production, presentations or reproductions.


D) in the framework of the project agreement between Studiozilt and the client and/or third parties; the design, drawings, prototypes, models, molds, design sketches, films and other materials or electronic files, shall remain property of Studiozilt..


4

A) If as a result of the work of Studiozilt intellectual property rights are created by or on behalf of the work produced, then the rights are exclusively reserved to Studiozilt. Among these rights are understood to include: copyright, design rights, patent rights, neighboring rights and rights to benefits of this on one line, such as: rights slogans (if not previously protected by copyright).


B) If client has fulfilled his obligations under the agreement with Studiozilt, the client acquires an exclusive license for the use of the aforementioned intellectual property rights, solely for purposes of publication and reproduction in accordance with the agreed destinations of the project. As these specific purposes have been agreed, the license will be limited to that use of the work, which at the time of providing the contract was intentioned.. These intentions are mentioned in the agreement with - or quotation/invoice from Studiozilt.

C) Client is without the written permission of Studiozilt not entitled, in line with intellectual property rights, to the rights to reuse or use broader than is agreed. For any use of the intellectual property rights, for which no permission is given, Studiozilt will invoice the client a compensation fee of at least three times the usual fee for such use, with a minimum of 500, - Euro.


D) The client is not permitted without written permission from Studiozilt to put changes in the preliminary or final works of intellectual property applied.


E) Studiozilt has the freedom to publish work produced for a client to use for his own publicity or promotional purposes, indicating the trade and / or brand name of the client.


5

A) In addition to the agreed fee, the cost, which Studiozilt had to pay for the execution of the order, is recoverable.


B) If Studiozilt by late or non delivery of complete, sound and clear data / materials or any change or error in instructions or forced, more or other activity, this work will be charged separately based on the usual Studiozilt fees.


C) If the fee in any way is dependent on any facts or circumstances to be reflected in the administration of client, Studiozilt is entitled to an audit of the Clients administration. If such audit shows that the statement does not correspond to the actual state of affairs, the costs of the audit are on behalf of the client.

D) Payments must be made within 15 days after invoice date. unless otherwise agreed in the quotation.


E) Studiozilt has the power to charge monthly fees for work performed and costs incurred in the performance of the contract.


F) The Client shall make the payments due to Studiozilt without discount or compensation, except with the settlement agreement related deductible advances, which Studiozilt has provided.


G) From the moment client payment obligations under the agreement are not met or otherwise in default, the client will not be allowed to use the results made available for use and any part of the agreement to client license lapses.


6

A) If the customer cancels the agreement, he shall, in addition to damages, Pay the fees and expenses incurred in relation to the work performed.


B) If the project agreement is terminated by Studiozilt due to a shortcoming in the fulfillment of the project by the client, the client has to pay, in addition to damages, the fees and expenses incurred in relation to the work performed . Behavior of the client on the basis of which Studiozilt can not reasonably complete the job, in this context are also regarded as breach.

C) The compensation referred to in the preceding two paragraphs of this Article shall at least include the costs arising from Studiozilt in its own name for the fulfillment of the project entered into with third parties, as well as 50% of the remaining part of the fee which the client upon full completion of the commission would be invoiced.

D) Both Studiozilt as client has the right to fully or partially dissolve in the event of bankruptcy or (provisional) suspension of payment of the other party.
 In the event of bankruptcy the client will, unless otherwise agreed in writing, not [longer] be allowed to use or sell work made available by studiozilt and any agreement to client license lapses.


E) If the contract for any reason whatsoever, prematurely terminated, the client will not [more/longer] be allowed to use work made available and any part of the project to the client license lapses.


F) If the work of Studiozilt consists of recurrently performing similar work, then the applicable agreement, unless otherwise agreed in writing, are perpetual. This agreement may be terminated by written notice, subject to reasonable notice of at least three months.

7

A) Studiozilt warrants that the goods supplied by or on its behalf has been designed and that, if copyright in the work rests, she is the author within the meaning of the Copyright Act.

B) Client indemnifies Studiozilt when the assignment raises claims of third parties arising out of the application or use of the result of the command.


C) Client indemnifies Studiozilt for claims relating to intellectual property rights on material or data provided by the client, in the performance of the work commissioned.


8

A) Studiozilt is not liable for any mistakes they make in performance of the contract, unless caused by intent or gross negligence.


B) Studiozilt may in particular not be liable for:

I errors in the material provided by client.


II misunderstandings or errors regarding the implementation of the agreement if such misunderstandings by actions of the client, such as late or non delivery of complete, sound and clear data / materials.


III errors by / on behalf of client third parties.


IV defects in bids from suppliers or overruns of quotations from suppliers.


V errors by Studiozilt work produced or text / data if the client, in accordance with Art. 2.e where the client has given its consent, or the opportunity to carry out an inspection and has indicated such a control does not need to have;


VI damage resulting from advice Studiozilt to client to their best knowkledge.;


VII downtime or other forms of inaccessibility or defects by Studiozilt wholly or partly designed websites or other applications, for any reason whatsoever;
C) Except in cases of intent or gross negligence of Studiozilt, its liability for damages arising from a contract or a tort committed against the client, limited to linited to the amount of the project fee with a maximum of euro 10,000.


D) Any liability lapses after one year from the time the job is completed.


E) Client shall, where reasonably possible, keep copies of the supplied materials and data. If the client fails to do so, Studiozilt shall not be liable for damage caused by the (in)existence of such materials .

9

A) The client is not allowed any rights to Studiozilt's agreements with third parties, save for the transfer of its complete business.

B) Both parties are obligated to keep confidential any facts and circumstances they become aware of in the context of the contract. Third parties engaged in executing the order must also adhere to the same confidentiality regarding such facts and circumstances.

C) The agreement between Studiozilt and the client is exclusively governed by Dutch law.