Studio Stegosaurus

GENERAL TERMS AND CONDITIONS STUDIO STEGOSAURUS

Article 1: Definitions

In these general terms and conditions, the following terms shall have the meanings assigned to them:

1. Studio Stegosaurus: Lisanne Juliëtte Versteeg operating under the name Studio Stegosaurus, a sole proprietorship under Dutch law, located at Wandelakker 87, (4824 SJ) in Breda. Registered in the Dutch Chamber of Commerce under number: 82284261.
2. Client: the party commissioning the services.
3. Assignment or agreement: the contract for services between the client and Studio Stegosaurus.
4. General terms and conditions: the provisions set forth herein.
5. Website: www.studiostegosaurus.com

Article 2: General 

1. These general terms and conditions apply to all quotations, assignments, and additional and/or follow-up assignments between Studio Stegosaurus and the client.
2. The applicability of the client’s general terms and conditions is explicitly excluded, unless otherwise agreed.
3. The client accepts the applicability of these general terms and conditions, among other things, by requesting a quotation from Studio Stegosaurus, entering into an agreement with Studio Stegosaurus, and commissioning Studio Stegosaurus to perform work.
4. Deviations from these general terms and conditions can only be agreed upon in writing.
5. If any provision in these general terms and conditions is void or annulled, the remaining provisions shall remain in full force and effect.

Article 3: Quotations and the conclusion and content of agreements

1. Quotations from Studio Stegosaurus are non-binding and valid for thirty (30) days from the date stated on the quotation.
2. No rights can be derived from typographical errors, clerical errors, or mutilated quotations.
3. Quotations from Studio Stegosaurus are based on the information provided by the client. The client provides all information necessary for the execution of the assignment to the best of their knowledge.
4. The agreement between Studio Stegosaurus and the client is concluded upon receipt by Studio Stegosaurus of a signed quotation from the client, written approval by the client of the quotation, or upon the actual commencement of the assignment by Studio Stegosaurus without immediate objection from the client.
5. If the client’s acceptance deviates from the offer made in the quotation, Studio Stegosaurus is not bound by it unless Studio Stegosaurus agrees to it in writing.
6. Quotations do not automatically apply to future assignments.
7. The prices for services and goods provided by third parties are not included in Studio Stegosaurus’s prices and are the expense of the client.

Article 4: Subscriptions

1. Studio Stegosaurus offers subscriptions that the client can request and conclude upon acceptance of the quotation.
2. The minimum term of a subscription with Studio Stegosaurus is six (6) months. The subscription cannot be terminated prematurely. At the end of the subscription term, termination can be done with one (1) month’s notice.
3. If no termination occurs as discussed in sub 2 of this article, the subscription will be automatically extended for one (1) month. Termination takes place with one (1) month’s notice.
4. Payment is made by direct debit or by payment of the monthly amount, with Studio Stegosaurus sending an invoice each time.
5. If direct debit fails, an administrative fee of €35 is due for each failed debit.
6. If payment is made by direct debit, a pre-notification of the direct debit will be sent 7 days prior to the debit.

Article 5: Execution of the agreement

1. Studio Stegosaurus will carry out the assignment to the best of its knowledge and ability, and in accordance with the requirements of good craftsmanship. The execution of the work by Studio Stegosaurus is therefore an obligation to use best efforts and does not contain an obligation to achieve a result for Studio Stegosaurus.
2. The delivery times specified by Studio Stegosaurus are indicative and are not to be considered as fatal terms. The client cannot derive any rights from exceeding the agreed or stated delivery time by Studio Stegosaurus.
3. Unless otherwise specified in the quotation, a maximum of 3 revision rounds are included in the price for design work.
4. Unless otherwise specified in the quotation, a maximum of 2 revision rounds are included in the price for the final product.
5. If and to the extent that a proper execution of the agreement requires it, Studio Stegosaurus has the right to have certain activities performed by third parties.
6. If Studio Stegosaurus engages third parties, this will, if possible, be done in consultation with the client. Studio Stegosaurus will only engage these third parties after reaching agreement with the client and with due care.
7. The costs of third parties are borne by the client. These costs are not included in the agreed price between the parties, unless otherwise agreed in writing.

Article 6: Client cooperation

1. The applicable agreements regarding the agreement are described in the quotation. If during the execution of the assignment it appears that the quotation contains uncertainties, the parties will enter into consultation to resolve them. Studio Stegosaurus will only commence with the subsequent activities after receiving an approved and accepted assignment description by both parties.
2. The client timely provides all documents and data required by Studio Stegosaurus for the execution of the assignment.
3. The client ensures timely and constructive feedback and approval to Studio Stegosaurus.
4. In the event of cancellation or rescheduling of appointments, such as meetings, gatherings, recording days, etc., the following cancellation costs apply:
   • Up to 1 week before the appointment: free rescheduling or cancellation.
   • 6 to 4 days before the appointment: 25% of the usual costs for the appointment, including any costs for rented equipment.
   • 3 to 2 days before the appointment: 50% of the usual costs for the appointment, including any costs for rented equipment.
   • 1 day before the appointment: 100% of the usual costs for the appointment, including any costs for rented equipment.

Article 7: Price, hourly rate, and payment

1. A price is agreed upon in advance and included in the agreement. Prices are exclusive of third-party costs.
2. Studio Stegosaurus is entitled to request an advance payment. In the case of a consumer client, the advance payment will not exceed 50% of the agreed price.
3. The travel expenses incurred by Studio Stegosaurus for the execution of the agreement will be invoiced based on actual costs in the final invoice.
4. Invoices must be paid no later than 14 days after the invoice date.
5. If the client and Studio Stegosaurus have agreed on an hourly rate, the client is liable for the fee and any costs of third parties.
6. Until the assignment is completed, Studio Stegosaurus may invoice interim payments.
7. If an hourly rate has been agreed upon, Studio Stegosaurus may invoice an advance payment before commencing work. This advance payment will be offset against the final invoice.
8. The client shall settle invoices no later than 14 days after the invoice date, failing which the client shall be in default without notice of default and shall be liable for statutory commercial interest, with any part of a month counting as one full month. All (extrajudicial) collection costs related to the collection of the invoice shall be borne by the client. Extrajudicial costs shall be charged to the client at a rate of 15% of the amount to be collected with a minimum of €250.
9. Costs not included in the agreement will be incurred in consultation with the client.

Article 8: Suspension 

1. If an invoice is not paid on time, Studio Stegosaurus may suspend the work to be performed, also for other assignments from the client than those to which the unpaid invoice relates. 
2. Studio Stegosaurus is not liable for any damage arising from the suspension of work to be performed. 
3. Any objections from the client regarding the amount of the invoices do not suspend the payment obligation.

Article 9: Amendment of the agreement and additional work

1. If, during the execution of the agreement, it becomes apparent that it is necessary to modify or supplement the work to be performed for proper execution, the parties shall adjust the agreement in a timely manner and in consultation, taking into account Article 6, paragraph 1 of these general terms and conditions. 
2. Studio Stegosaurus shall inform the client promptly if the modification and/or addition to the agreement will have financial and/or qualitative consequences.
3. If there is additional work involved, Studio Stegosaurus will calculate the costs for the additional work and send a quotation to the client. The agreement regarding the additional work between Studio Stegosaurus and the client shall be concluded upon receipt by Studio Stegosaurus of a signed quotation from the client, written approval by the client of the quotation, or upon the actual commencement of the assignment by Studio Stegosaurus without immediate objection from the client.

Article 10: Termination and cancellation of the Agreement

1. Studio Stegosaurus may terminate or cancel the agreement with the client immediately if, in its opinion, the content thereof could harm the interests and/or reputation of Studio Stegosaurus.
2. In connection with the termination of the agreement, Studio Stegosaurus is not obliged to compensate any damages or cover any costs.
3. If the agreement is terminated, Studio Stegosaurus’s claims against the client become immediately due and payable. If Studio Stegosaurus suspends the performance of its obligations, it retains its rights under the law and the agreement.
4. If the client cancels or terminates the agreement, this must be done in writing. Studio Stegosaurus will calculate the work already performed and will refund any excess amount paid within 14 days after cancellation to a bank account provided by the client or send an invoice for the work already performed.
5. In the event that one of the parties becomes bankrupt, applies for a suspension of payments, or ceases its operations, the other party has the right to terminate the assignment without observing a notice period, subject to rights reserved.

Article 11: Right of withdrawal by consumer clients

1. The consumer client is entitled to exercise the right of withdrawal. The consumer client notifies within the withdrawal period of 14 days unambiguously of their intention to exercise the right of withdrawal.
2. The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with the consumer client.
3. If a payment has already been made, Studio Stegosaurus will refund this amount within ten (10) days to a bank account provided by the consumer client.

Article 12: Force majeure 

1. Studio Stegosaurus is not obliged to fulfill any obligation if it is hindered from doing so as a result of circumstances beyond its control, for which it is not to blame and for which it is not responsible under the law, a legal act, or prevailing views in society.
2. In addition to what is understood by force majeure in the law and jurisprudence, force majeure also includes all external causes, foreseen or unforeseen, over which Studio Stegosaurus cannot exert influence and as a result of which Studio Stegosaurus is unable, either not at all, not timely, or not without, in its opinion, burdensome extra effort and/or costs, to fulfill its obligations.
3. Force majeure shall include, but is not limited to:
   • mobilization, war, hostilities, terrorism;
   • a day or days of national mourning;
   • rationing or other government measures;
   • government decisions;
   • strikes;
   • natural disasters;
   • illness or (temporary) incapacity for work of Studio Stegosaurus;
   • deaths within the family or circle of friends;epidemics or pandemics.
4. Studio Stegosaurus shall inform the client in writing of such force majeure as soon as possible.
5. In the event of force majeure, Studio Stegosaurus shall make reasonable efforts to provide the client with an alternative solution if desired.
6. During the period of force majeure, Studio Stegosaurus may suspend the obligations under the agreement. This suspension shall not constitute a breach of contract attributable to Studio Stegosaurus. If this period lasts longer than four months, the parties are entitled to terminate the agreement without any obligation to compensate the other party for damages. The client is not entitled to suspend payment of what he has become indebted to Studio Stegosaurus up to that point. If the agreement has been partially fulfilled, Studio Stegosaurus is entitled to invoice the part already performed, and the client is obliged to pay the invoice.

Article 13: Liability 

1. Studio Stegosaurus is not liable for any damage arising from or as a result of work performed by Studio Stegosaurus, except to the extent that the client can demonstrate that there is intent or gross negligence on the part of Studio Stegosaurus.
2. The liability of Studio Stegosaurus is limited to the amount paid out by the liability insurance of Studio Stegosaurus, plus the deductible under that insurance.
3. If no payment is made under the liability insurance of Studio Stegosaurus, the liability of Studio Stegosaurus is limited to a maximum of the price of the work to be performed. Any further liability is expressly excluded.
4. The agreement, its content, and its execution are based on information provided by the client. Studio Stegosaurus may rely on the accuracy and completeness of the information provided to it and is not liable for damage resulting from incorrect information provided by the client.
5. Any claim for damages shall lapse in any event 12 months after the client becomes aware of the damage for which Studio Stegosaurus is or could be liable.
6. In case of force majeure, Studio Stegosaurus is not liable and no claim for damages can be made.
7. Studio Stegosaurus is not liable for the shortcomings of third parties. The client indemnifies Studio Stegosaurus against any claims by third parties who suffer damage in connection with the performance of the agreement.
8. Studio Stegosaurus is not responsible for language and/or spelling errors in the work. After the final check, the client’s approval regarding the work, description, formats, specifications, color codes, file types, and quantities is binding.
9. Colors displayed via a screen or printer may differ from results at the printer. To ensure the correct color, it is recommended to order a proof. Studio Stegosaurus is not liable if the final color turns out to be incorrect when no proof was ordered.
10. When the client provides a photo/text/film/illustration/animation, it is assumed that these have been released for use and that any required license fees have been paid. The client indemnifies Studio Stegosaurus from any potential damage claims resulting from failure to comply with this provision.
11. When Studio Stegosaurus uses licenses/protected material, the client may assume that these have been released for use and/or that any required license fees have been paid. Studio Stegosaurus indemnifies the client from any potential damage claims resulting from failure to comply with this provision.
12. After delivery of the work, Studio Stegosaurus is not liable for the loss of files at the client. When Studio Stegosaurus has delivered the work, it is not responsible for the storage and preservation of these files.

Article 14: Intellectual property

1. The work provided by Studio Stegosaurus is original.
2. The intellectual property rights to the work provided by Studio Stegosaurus to the client belong to Studio Stegosaurus, unless otherwise agreed upon. It is expressly prohibited for the client to reproduce, disclose, or make the work available to third parties without prior permission.
3. Upon receipt of full payment, the client obtains the exclusive right to publish the work in the agreed edition. If the client wishes to use the work more than once, the client is obligated to pay a fee to Studio Stegosaurus. The client agrees to first contact Studio Stegosaurus about this before using the work.
4. Without permission from Studio Stegosaurus, the client is not allowed to make changes to the work.
5. Until full payment of the invoice is made, Studio Stegosaurus retains ownership and rights to the work.
6. The client is not authorized to grant licenses for the use of the work.
7. Studio Stegosaurus has the right to use the work for its own (promotional) purposes, such as on its portfolio/website or Instagram.
8. Unless otherwise agreed, the name of Studio Stegosaurus must be appropriately mentioned in the publication.
9. If other licenses/protected material, such as music, have been used for the work, the client must appropriately mention this in the publication.

Article 15: Confidentiality

1. Both parties are obliged to maintain the confidentiality of all confidential information that they have received from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information.

Article 16: Complaints

1. The client must have lodged a complaint in writing with Studio Stegosaurus within 7 days of discovery, but no later than 28 days after discovering or reasonably should have discovered a defect regarding the work of Studio Stegosaurus.
2. Complaints about invoices must be submitted in writing to Studio Stegosaurus within the payment term, under penalty of forfeiture of all rights.
3. The client must fully and clearly describe his complaint(s) and all underlying circumstances.
4. Studio Stegosaurus will handle timely complaints and engage in discussions with the client to reach an amicable solution.
5. Complaints as referred to in this article do not suspend the payment obligation of the client.

Article 17: Final provisions

1. These general terms and conditions remain in force if Studio Stegosaurus changes its name, legal form, or owner.
2. Studio Stegosaurus may make changes to these general terms and conditions. The changes take effect at the announced time of entry into force. The aforementioned changes do not affect agreements in progress at the time of entry into force, unless agreed otherwise by the parties.
3. Dutch law applies to the legal relationship between Studio Stegosaurus and the client. Only the court in Breda has jurisdiction to hear disputes in the first instance. In the case of an agreement with a consumer client, the court of the consumer client’s place of residence has jurisdiction.