General Terms & Conditions
Please read the Terms and Conditions as they exist to provide clarity for both parties in the unlikely event of a dispute arising. All commissions will be undertaken on the premise that the Terms and Conditions as outlined and explained below have been read and agreed upon and is legally binding as per Article 2:101 (ex. art. 5.101) – Conditions for the Conclusion of a Contract of EU Law.
IN THESE TERMS AND CONDITIONS:
“LBC3 Marketing” refers to the organisation LBC3 Marketing (KvK: 67701434) located at Hamrikkerweg 80, 9943PC, Nieuw Scheemda, The Netherlands;
“Client” refers to the Individual/Organisation, whom is commissioning the services of LBC3 Marketing, and to whom LBC3 Marketing shall provide services.
1. APPLICATION & CONCLUSION OF CONTRACT
These General Terms and Conditions apply to all stages of a project and/or project order with “Client”.
Prior to commencing work, LBC3 Marketing shall send a Project Proposal to “Client” that outlines the scope of work, fees and project duration.
By “Client” accepting this Project Proposal, either orally, in writing, and/or by making payment of the retainer fee, the general Terms and Conditions as written here constitutes and concludes a legally binding contract for work and services between “Client” and LBC3 Marketing as per Article 2:101 (ex. art. 5.101) – Conditions for the Conclusion of a Contract of EU Law.
2. DESCRIPTION OF WORK AND SERVICES
2.1 THE PROJECT PROPOSAL
The Project Proposal is an integral part of the contract for scope of work (SOW), and defines the services to be rendered, the deliverables, and the delivery schedule & deadlines, for the relevant project order.
Upon acceptance of the Project Proposal by “Client” (as outlined in section 1 – APPLICATION & CONCLUSION OF CONTRACT), “Client” agrees to the description of services, deliverables, and delivery schedule & deadlines as is. LBC3 Marketing is obliged to execute orders in accordance with the Project Proposal as agreed upon by “Client” and LBC3 Marketing.
Although LBC3 Marketing ensures that the Project Proposal is as accurate and as complete as possible (based on the information provided to LBC3 Marketing by “Client”), “Client” accepts that the Project Proposal by its very nature may contain ambiguities. “Client” accepts responsibility for this ambiguity, and for any additional costs incurred in rewriting the content and/or copy accordingly.
2.2 CHANGE MANAGEMENT/ORDER
In the event of “Client” changing the brief after work has commenced, “Client” will inform LBC3 Marketing in writing as soon as possible.
All changes in the Project Proposal and/or SOW will have to be approved by both parties after due consideration to the impact that it may have on the schedule and effort. Such changes may result in the financial considerations for the project to be revised.
If a mutual agreement cannot be reached, the original Project Proposal will remain valid, unless terminated in writing by either “Client” or LBC3 Marketing as per section 5 - TERMINATION of these Terms and Conditions.
2.3 DELIVERY SCHEDULE & DEADLINES
The delivery schedule & deadlines as set out in the Project Proposal are an integral part for the successful completion of the project. The delivery schedule & deadlines section of the Project Proposal outlines the deadline for delivery of deliverables by LBC3 Marketing, as well as review deadlines for “Client”.
In the event of either “Client” or LBC3 Marketing not being able to meet a deadline, this must be communicated in writing as soon as possible, and a new deadline must be mutually agreed upon.
If “Client” exceeds a deadline by more than 21 days without communication or notification of the delay to LBC3 Marketing, LBC3 Marketing reserves the right to classify the project as “Inactive”. The remainder of the Project Fee or Package Fee (as per section 4 - TERMS OF PAYMENT of these Terms and Conditions) will be invoiced under the late payment directive. In addition, liquidated damages will be charged to cover losses, expenses and damages at a rate of €50 per day, up to and not to exceeding the total amount of the original Project Fee.
2.4 REVISIONS & EDITS
All quotations include one revision unless otherwise stated. Any further revisions will be charged at €50/US$65 per hour and excludes rewrites which constitutes revisions on more than 30% of original submitted content and/or copy.
LBC3 Marketing makes every effort to ensure that content and/or copy is free of spelling mistakes and other literals. Early drafts may sometimes contain such errors, and LBC3 Marketing’s practice is to ensure that these are removed before a final draft is submitted to “Client”.
However, the responsibility of checking for spelling mistakes and literals is that of “Client”. “Client” will indemnify LBC3 Marketing against any costs incurred as a result of the appearance of such errors in the final published form in which “Client” uses the copy concerned, whether or not these errors appeared in any draft of the copy supplied by LBC3 Marketing.
Fees will be agreed to in advance and detailed in the Project Proposal. “Client” will show acceptance of LBC3 Marketing’s Fees either orally, via email, and/or by making payment of the Retainer Fee or Package Fee.
4. TERMS OF PAYMENT
4.1 CUSTOM/BESPOKE SERVICES
Payment must be made without suspension or settlement within no more than 14 days after the invoice date by transferring the amount owed to LBC3 Marketing to the bank account details provided on the invoice.
LBC3 Marketing will invoice 75% of the Project Fee as a Retainer Fee on, or after the date on which an agreement has been reached between “Client” and LBC3 Marketing. This Retainer Fee is non-refundable except in the event LBC3 Marketing does not reasonably deliver according to the terms of these Terms and Conditions.
Work will commence at the moment payment of the Retainer Fee is received. Delayed payments will automatically result in an equal delay in the original deadlines as set out in the Project Proposal. If payment of the Retainer Fee has not been made within 14 calendar days of the invoice date, the Project Proposal becomes null & void.
The remainder of the Project Fee will be invoiced on the day completed work is handed over and is due immediately upon receipt of thereof.
4.2 PACKAGED SERVICES
Packaged Services are billed monthly for three (3) consecutive months. LBC3 Marketing will invoice 100% of one (1) month’s fee of the Package Fee on, or after the date on which an agreement has been reached between “Client” and LBC3 Marketing. Thereafter, the remainder of the months will be billed at the beginning of the month unless otherwise specified.
Work will commence at the moment payment of the Package Fee is received.
Delayed payments will automatically result in an equal delay in the original agreed upon deadlines and/or as set out in the Project Proposal. If payment of the Package Fee has not been made within 21 calendar days of the invoice date, the Package becomes null & void at which point the Package fees for the remainder of the contracted period become payable immediately.
4.3 LATE PAYMENTS & FEES
By the expiration of the payment term, “Client” is legally in default, without a notice of default being required. “Client” then owes an interest of 2% per month. In the event of non-payment after 60 calendar days from invoice date, a 15% late payment charge per month plus an 8% annual interest rate on the total amount will be due immediately to LBC3 Marketing to recover costs in accordance with the Late Payment Directive, 2011/7/EU.
As soon as “Client” comes into default, all (future) claims of LBC3 Marketing on “Client” becomes immediately due. In this case, LBC3 Marketing is authorized to suspend and/or end all obligations under any agreement concluded with “Client”, and the default with regard to those claims also takes effect without notice of default, or other prior declaration under art. 6:80 et seq. BW.
If “Client” is in default with the (timely) fulfillment of any (payment) obligation, then in addition to the principal sum and interest, all administration, agency, legal and extrajudicial collection costs incurred by this action, as well as any and all damages sustained due to non-payment, will be charged to “Client”. The extrajudicial collection costs amount to at least 15% of the principal due with a minimum of € 150.00 excluding VAT.
In the event of liquidation, bankruptcy or (provisional) suspension of payment of “Client”, or when application of the debt rescheduling arrangement is pronounced vis-à-vis “Client”, or when seizure is charged against “Client”, as well as in the event of force majeure, all obligations from “Client” is immediately due and payable under any agreement. LBC3 Marketing is then authorized to suspend the implementation of any agreement concluded with “Client” or to terminate that agreement.
The court in The Netherlands is exclusively authorized to take cognizance of all disputes that may arise between “Client” and LBC3 Marketing. LBC3 Marketing, however, remains authorized to submit the dispute to the competent court in the place of residence of “Client”.
Either party may terminate the contract by giving not less than 14 calendar days’ written notice to the other party.
If “Client” terminates the contract, all sums and moneys from the time of commencement of the contract owed to LBC3 Marketing shall become immediately due and payable by “Client”. In particular, “Client” shall pay the Fee in full without deduction or set-off of any kind, regardless of whether LBC3 Marketing provided the Services to “Client”.
In the event of termination howsoever arising, “Client” shall be solely responsible for any losses, costs or damages suffered by “Client” or any third party as a result of any delay caused to “Client”’s business or any third party, and “Client” agrees to indemnify LBC3 Marketing accordingly.
Furthermore, “Client” will not use for any purpose whatsoever any material contained in any drafts that LBC3 Marketing wrote for “Client”. LBC3 Marketing will retain the copyright on the draft material and have the right to use it as seen fit.
6. ASSIGNMENT & OWNERSHIP OF INTELLECTUAL PROPERTY
LBC3 Marketing owns all copyright and intellectual property rights on all content and/or copy (meaning all words and/or phrases and/or content) produced until such time as payment of Fee(s) and all associated costs from “Client” has been received in full.
“Client” shall have no rights in any content and/or copy produced prior to making full payment. Once payment has been received in full, LBC3 Marketing will grant “Client” a perpetual licence to use all content and/or copy produced for the purpose it was produced. For the avoidance of doubt, “Client” does not have the right to use content and/or copy for any unauthorised purposes nor to sub-licence the content and/or copy to any third party.
“Client” accepts that if “Client” supplies LBC3 Marketing with somebody else’s content and/or copy as a guide to “Client”’s requirements. LBC3 Marketing will make reasonable efforts to ensure that any draft content and/or copy produced by LBC3 Marketing does not breach the owner’s copyright. Notwithstanding this, “Client” will indemnify LBC3 Marketing against any action (including all costs, liabilities, damages and expenses) arising directly or indirectly from my use of this content and/or copy as reference material.
“Client” grants LBC3 Marketing the right to reference each project and “Client”’s name(s) in all future LBC3 Marketing marketing and other publicity materials unless otherwise specified. Where possible, all content and/or copy will be attributed to LBC3 Marketing with LBC3 Marketing’s name appearing in the by-line.
7. LIABILITY & INDEMNITY
While LBC3 Marketing takes all reasonable steps to perform obligations under these Terms and Conditions, LBC3 Marketing’s liability to “Client” for breach of these Terms and Conditions (whether by LBC3 Marketing or LBC3 Marketing’s agents, employees or any third party) is excluded to the fullest extent permitted by law.
Where graphics are included as part of the service (e.g. flyers, brochures, catalogues), printer settings (i.e. colour space, bleeds and custom formatting) are the responsibility of “Client” and LBC3 Marketing bears no responsibility for making graphics “print-ready”.
LBC3 Marketing provides the written and/or graphic work as-is, and “Client”’s acceptance of such work constitutes transfer of associated liabilities, damages, claims, costs, expenses, and/or losses as pertaining to the work.
Upon receipt and acceptance of written and/or graphic work submitted to “Client” by LBC3 Marketing, “Client” relinquishes LBC3 Marketing of any and all liabilities, damages, claims, costs, expenses, and/or losses associated with “Client”’s defence as a result of civil claims or proceedings brought against LBC3 Marketing based on any work prepared for “Client” and approved by “Client” before publication.
LBC3 Marketing guarantees that the work is submitted with the best of intentions, is free of plagiarism, and includes no slander, libel, or factually-incorrect information. “Client’s” acceptance of submitted work represents “Client’s” agreement that the work is legally suitable for publishing and distribution.
LBC3 Marketing is not responsible for any changes or edits made to the work after the work is submitted, and accepted by “Client”.
“Client” can review the most current version of the LBC3 Marketing Terms and Conditions at any time on this page. LBC3 Marketing reserves the right to update, change or replace any part of these Terms and Conditions by posting updates and/or changes here.
It the responsibility of the “Client(s)” to check this page periodically for changes. Continued use of LBC3 Marketing’s services following the posting of any changes to the Terms and Conditions constitutes acceptance of those changes.
This agreement and its legal validity, place of jurisdiction and place of performance is The Netherlands and subject to Dutch Law. Parties agree to submit to the jurisdiction of these courts in respect of any dispute or difference arising under the agreement.
When contracting the services of LBC3 Marketing, you acknowledge that, as the basis for the contract between us (LBC3 Marketing and “Client” commissioning services), that the Terms and Conditions expressed here take precedence over any other contract(s), term(s) and condition(s), either expressed or implied.
If one or more provisions of the Terms and Conditions expressed here should be, or become invalid, the other provisions of the Terms and Conditions remain valid. In lieu of the invalid provision, the parties will agree on a provision which comes closest in its financial effects to the invalid provision, but in a manner which is admissible in law.