GENERAL TERMS AND CONDITIONS – KSN STUDIOS

Article 1 Definitions

1. KSN Studios VOF, located in The Hague, Chamber of Commerce number 81444931, is referred to as the service provider in these general terms and conditions.
2. The service provider's counterparty is referred to as the client in these general terms and conditions.
3. Parties are the service provider and client together.
4. The agreement refers to the service agreement between parties.

The Agency provides various marketing services for a fee. The Client wishes to engage the Agency to provide certain services to the Client as set out in this Agreement.

Subject to the agreements and conditions contained herein, the Parties hereby agree to the following:

Article 2 Applicability of General Terms and Conditions

1. These conditions apply to all quotes, offers, work, agreements, and deliveries of services or goods by or on behalf of the service provider.
2. Deviations from these conditions can only occur if expressly agreed in writing by the parties.
3. The agreement always contains effort obligations for the service provider, not result obligations.

Article 3 Payment

1. Invoices must be paid within 21 days of the invoice date unless parties have made other written arrangements or if the invoice states a different payment term.
2. Payments are made without any right to suspension or set-off by transferring the due amount to the bank account number specified by the service provider.
3. If the client does not pay within the agreed term, he is in default by operation of law, without any demand being necessary. From that moment on, the service provider is entitled to suspend the obligations until the client has met his payment obligations.
4. If the client remains in default, the service provider will proceed with dept collection. The costs related to that collection are for the client's account. When the client is in default, he owes the principal sum as well as legal (commercial) interest, extrajudicial collection costs, and other damages to the service provider. The collection costs are calculated based on the Decree on compensation for extrajudicial collection costs.
5. In case of liquidation, bankruptcy, seizure, or suspension of payment of the client, the service provider's claims on the client are immediately due and payable.
6. If the client refuses to cooperate in the execution of the order by the service provider, he is still obliged to pay the agreed price to the service provider.

The Client engages the Agency to provide certain services to the Client (the "Services") related to the Client's marketing and advertising needs for certain products and/or services of the Client.

The Agency and the Client will be considered independent contractors of each other for all purposes, and nothing in this Agreement suggests that the Client and the Agency intend to create a joint venture, partnership, agency, or employer/employee relationship.

Article 4 Offers and Quotes

1. Offers from the service provider are valid for a maximum of 30 days unless a different acceptance period is stated in the offer. If the offer is not accepted within the specified period, the offer expires.
2. Delivery times in quotes are indicative and do not give the client the right to dissolution or compensation if exceeded, unless expressly agreed otherwise in writing by the parties.
3. Offers and quotes do not automatically apply to reorders. Parties must expressly agree on this in writing.

Article 5 Prices

1. Prices mentioned on offers, quotes, and invoices from the service provider are exclusive of VAT and any other government levies, unless explicitly stated otherwise.
2. The prices of goods are based on the cost prices known at that time. Increases in these, which could not be foreseen by the service provider at the time of making the offer or the conclusion of the agreement, may lead to price increases.
3. In terms of services, parties can agree on a fixed price at the time of the conclusion of the agreement.
4. If no fixed price is agreed upon, the rate for services can be determined based on the actual hours spent. The rate is calculated according to the service provider's usual hourly rates, applicable for the period in which he performs the work, unless a different hourly rate has been agreed upon.
5. If no rate based on actual hours spent is agreed upon, a target price is agreed upon for the service, with the service provider entitled to deviate from this by up to 10%. If the target price is expected to exceed more than 10%, the service provider must inform the client in time why a higher price is justified. In that case, the client has the right to cancel part of the order that exceeds the target price plus 10%.

Article 6 Price Indexation

1. Prices and hourly wages agreed upon at the start of the agreement are based on the price level at that time. The service provider has the right to adjust the fees to be charged to the client annually from January 1.
2. Adjusted prices, rates, and hourly wages will be communicated to the client as soon as possible.

Article 7 Information Provision by Client

1. The client shall provide all information relevant to the execution of the assignment to the service provider.
2. The client is obligated to provide all data and documents that the service provider deems necessary for the correct execution of the assignment, in a timely manner, in the desired form, and in the desired manner.
3. The client guarantees the accuracy, completeness, and reliability of the data and documents provided to the service provider, even if they are from third parties, unless the nature of the assignment dictates otherwise.
4. The client indemnifies the service provider against any damage in any form resulting from non-compliance with the requirements stated in the first paragraph of this article.
5. Upon the client's request, the service provider shall return the relevant documents.
6. If the client does not provide the data and documents required by the service provider on time or properly, and the execution of the assignment is consequently delayed, the resulting additional costs and extra fees are at the client's expense.

Article 8 Withdrawal of Assignment

1. When the client withdraws the assignment, the client is obliged to pay the due wages and expenses incurred by the service provider.

Article 9 Execution of the Agreement

1. The service provider executes the agreement to the best of its insight and ability and in accordance with the requirements of good craftsmanship.
2. The service provider has the right to have work performed by third parties.
3. The execution takes place in mutual consultation and after written agreement and payment of the possibly agreed advance.
4. It is the responsibility of the client to ensure that the service provider can start the assignment on time.

Article 10 Duration of Contract

1. Contracts are entered into for a minimum period of 6 months unless expressly and in writing agreed otherwise by the parties.
2. A fixed-term contract as referred to in the previous paragraph is not terminable in the meantime.
3. A fixed-term contract is automatically extended for the same period after the period stated in the contract, but at least for 6 months, subject to termination by registered letter at the end of the (extended) contract duration and with a notice period of two months.
4. The contractor also has the right to terminate or terminate the contract with immediate effect if:
5. The client is in default in fulfilling service obligations under the contract;
6. The client is in liquidation, declared bankrupt, or the Natural Persons Debt Rescheduling Act has been applied to him, or the client has been granted a moratorium.

Article 11 Amendment of the Agreement

1. If during the execution of the agreement it becomes apparent that for a proper execution of the assignment it is necessary to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely and mutual consultation.
2. If the parties agree that the agreement is amended or supplemented, the time of completion of the execution may be influenced. The service provider will inform the client of this as soon as possible.
3. If the modification or supplementation of the agreement has financial and/or qualitative consequences, the service provider will inform the client as soon as possible in writing.
4. If the parties have agreed on a fixed fee, the service provider will indicate to what extent the change or addition to the agreement will result in exceeding this fee.

Article 12 Force Majeure

1. In addition to what is stipulated in article 6:75 of the Dutch Civil Code, a failure by the service provider to fulfill any obligation towards the client cannot be attributed to the service provider in the event of a circumstance independent of the service provider's will, which partially or completely prevents the fulfillment of his obligations towards the client or by which the fulfillment of his obligations cannot reasonably be expected of the service provider. Such circumstances include defaults by suppliers or other third parties, power failures, computer viruses, strikes, adverse weather conditions, and work interruptions.
2. If a situation as referred to above occurs as a result of which the service provider cannot meet his obligations towards the client, then those obligations are suspended as long as the service provider cannot meet his obligations. If the situation mentioned in the previous sentence has lasted for 30 calendar days, the parties have the right to dissolve the agreement in whole or in part in writing.
3. The service provider is not liable for any damage in the case referred to in the second paragraph of this article, even if the service provider enjoys any advantage as a result of the force majeure condition.

Article 13 Set-Off

1. The client waives the right to set off a debt to the service provider against a claim on the service provider.

Article 14 Suspension

1. The client waives the right to suspend the performance of any obligation arising from this agreement.

Article 15 Transfer of Rights

1. Rights of a party from this agreement cannot be transferred without the prior written consent of the other party. This provision serves as a clause with property law effect as referred to in article 3:83, second paragraph, of the Dutch Civil Code.

Article 16 Expiration of Claims

1. Any right to damages by the service provider expires at least 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of article 6:89 of the Dutch Civil Code.

Article 17 Insurance

1. The client is obliged to adequately insure and keep insured the goods delivered that are necessary for the execution of the underlying agreement, as well as goods of the service provider that are present at the client and goods delivered under retention of title, against, among other things, fire, explosion and water damage, as well as theft.
2. The client will provide the policy of these insurances for inspection at first request.

Article 18 Liability for Damage

1. The service provider is not liable for damage resulting from this agreement, unless the service provider caused the damage intentionally or with gross negligence.
2. If the service provider is liable for damages to the client, the damage shall not exceed the fee.
3. Any liability for damage arising from or related to the execution of an agreement is always limited to the amount paid out in the respective case by the closed (professional) liability insurance(s). This amount is increased by the amount of the deductible according to the respective policy.
4. The limitation of liability also applies if the service provider is held liable for damage that arises directly or indirectly from the malfunctioning of the equipment, software, data files, registers, or other items used by the service provider in the execution of the assignment.
5. Liability of the service provider for damage resulting from intent or deliberate recklessness of the service provider or his managerial subordinates is not excluded.

Article 19 Liability of the Client

1. In case an assignment is provided by more than one person, each of them is jointly and severally liable for the amounts owed to the service provider under that assignment.
2. If an assignment is provided directly or indirectly by a natural person on behalf of a legal entity, then this natural person can also be a private client. This requires that this natural person can be considered as the (co-)policy maker of the legal entity. In case of non-payment by the legal entity, the natural person is personally liable for the payment of the invoice, regardless of whether it has been issued, at the request of the client, in the name of a legal entity or in the name of the client as a natural person or both.

Article 20 Indemnification

1. The client indemnifies the service provider against all claims from third parties that are related to the goods and/or services provided by the service provider.

Article 21 Complaint Obligation

1. The client is obliged to report complaints about the work performed directly in writing to the service provider. The complaint contains a detailed description of the shortcoming so that the service provider can respond adequately.
2. A complaint can in no case lead to the service provider being obliged to perform other work than agreed.

Article 22 Retention of Title, Right of Suspension, and Retention Right

1. Goods present with the client and goods and parts delivered remain the property of the service provider until the client has paid the entire agreed price. Until then, the service provider can invoke his retention of title and take back the goods.
2. If the agreed advance payments are not made or not made on time, the service provider has the right to suspend the work until the agreed part has been paid. In such a case, there is creditor's default. Late delivery cannot be held against the service provider in this case.
3. The service provider is not authorized to pledge the goods subject to retention of title or encumber them in any other way.
4. If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the service provider has the right of retention. The goods will not be delivered until the client has fully paid in accordance with the agreement.
5. In the event of liquidation, insolvency, or suspension of payment of the client, the obligations of the client are immediately due and payable.

Article 23 Intellectual Property

1. Unless otherwise agreed in writing by the parties, the service provider retains all intellectual absolute rights (including copyright, patent right, trademark right, designs and models right, etc.) on all designs, drawings, writings, data carriers or other information, quotes, images, videos, sketches, models, mock-ups, etc.
2. Should the client refuse to pay, they forfeit any rights to the content produced by the agency, which will remain the intellectual property of the service provider. Any unauthorized use of the content will constitute a copyright violation, subjecting the client to potential legal action for misuse of intellectual property without permission in each instance.
3. The said intellectual absolute rights may not be copied, shown to third parties, made available, or used in any other way without written permission from the service provider.
4. The client is obliged to keep confidential the confidential information provided to him by the service provider. Confidential information includes, but is not limited to, what this article refers to, as well as business data. The client is obliged to impose a written confidentiality obligation on his personnel and/or third parties involved in the execution of this agreement, of the scope of this provision.

Article 24 Confidentiality

1. Each of the parties keeps the information that it receives (in any form) from the other party and all other information concerning the other party that it knows or can reasonably suspect to be secret or confidential, or information that it can expect that its dissemination could harm the other party, secret and takes all necessary measures to ensure that its personnel also keep the said information confidential.
2. The confidentiality obligation mentioned in the first paragraph of this article does not apply to information:a. That was public at the time the recipient received this information or thereafter became public without a breach by the receiving party of a confidentiality obligation resting on him;b. That the receiving party can prove was already in its possession at the time of provision by the other party. That the receiving party has received from a third party where that third party was entitled to provide this information to the receiving party;d. That is made public by the receiving party due to a legal obligation.e. The confidentiality obligation described in this article applies for the duration of this agreement and for a period of three years after its termination.

Article 25 Penalty for Breaching Confidentiality

1. If the client breaches the article of these general terms and conditions concerning confidentiality, the client forfeits to the service provider an immediately payable fine of €5,000 for each breach and additionally an amount of €500 for each day that the breach continues. This applies regardless of whether the breach can be attributed to the client. Furthermore, the forfeiture of this fine does not require prior notice of default or judicial proceedings, nor does it have to be associated with any form of damage.
2. The forfeiture of the fine mentioned in the first paragraph of this article does not affect the other rights of the service provider, including his right to demand compensation in addition to the fine.

Article 26 Non-Takeover of Personnel

1. The client shall not employ employees of the service provider (or of enterprises that the service provider has called upon for the execution of this agreement and who have been involved in the execution of the agreement) nor have them work for him in any other direct or indirect manner. This prohibition applies during the term of the agreement and for a year after its termination. There is one exception to this prohibition: the parties can make other arrangements in good business consultation. These arrangements apply insofar as they have been recorded in writing.

Article 27 Dispute Resolution

1. Dutch law applies to these general terms and conditions.
2. All disputes arising from these general terms and conditions shall be exclusively submitted to the competent court of the District Court of The Hague.

Article 28: Specific Provisions for Medical Content

1. The first delivery of the agreed number of blogs will be done according to the service provider's schedule, unless expressly and in writing agreed otherwise. The service provider will clearly communicate about this with the client.
2. If the response, input, feedback, approval, or cooperation of the client is delayed and/or absent regarding posting and going live with the blogs on the website, the service provider is entitled to deliver these in draft on the website and/or in a word.doc via email.
3. If the client's response, input, feedback, approval, or cooperation regarding the titles and/or subjects of the blogs is delayed and/or absent, and thereby the monthly delivery cannot be achieved, the service provider is entitled to determine subjects/titles themselves, write the blogs, and possibly deliver as mentioned in article 28.2.
4. Referring to article 30.1, the delivery of medical content will start after these periods.

Article 29: Specific Provisions for SEA (Search Engine Advertising)

1. Part of the campaign manager's duties includes monitoring the campaign and analyzing data. Another part of the duties is reflected in the change history of the Google Ads account.
2. If the Client wishes to suspend their campaign/account or lacks a budget, the management fee continues regardless of whether the campaign is active or not.
3. Positions with Google Ads are based on a bidding system, hence the Contractor can never guarantee certain positions.
4. The execution of work by a third party (web developer) or by the Client themselves on the website for the benefit of the SEA campaign (website improvements, placing scripts for measuring conversions, Analytics, etc.) occurs under the responsibility of the Client and not that of the Contractor. The Contractor is not responsible for missing data and/or conversions if scripts, work, and/or improvements are not (properly) carried out by the Client/web developer or external party.
5. The Contractor is not liable for the (negative) consequences related to the campaign or the results if those consequences are caused by (yet to be performed) adjustments on the Client's website and/or third parties.
6. Referring to article 30.1, the start of the campaigns will begin after these periods.

Article 30: Specific Provisions for Websites

1. The reasonable delivery period for standardized websites is 6 weeks and for custom websites 3 months, unless expressly agreed otherwise.
2. If the Client's response, input, feedback, approval, or cooperation regarding the execution, progress, and completion of the website project is delayed, the service provider is entitled to suspend the work according to the execution plan or to complete it by setting the website live.
3. If the Client's or an external third party's (web developer or hosting) response, input, feedback, approval, or cooperation regarding the migration of a website to the service provider's hosting is delayed, the service provider is entitled to suspend the work according to the execution plan.
4. Following article 29.1, the billing and payment terms agreed in the quote apply.

Article 31: Specific Provisions for Website Subscription

1. The website is hosted by the service provider's hosting partner.
2. The website subscription grants the client usage rights to the specially developed website formats. During the subscription period, the website remains the property of the service provider.
3. If the 1-year term expires, the website will be further hosted with website management for €100 per month.
4. Upon cancellation at the expiration of the 1-year term, the website will be transferred to the client, and the hosting services will be terminated. The client is responsible for the installation and hosting of the website with another party.
5. If the client wants to be the direct owner of the website upon commission, a separate price specification will be made.
6. Any additional costs for services and/or software provided by third parties are at the expense of the client.
7. Adjustments can be made unlimitedly within the options and fixed possibilities of the website format and the CMS Webflow. This includes texts, images, buttons, forms, menu items, pages, plugins, and widgets. Excluded are graphic adjustments and technical integrations.