- All assignments, including supplementary and follow-up assignments, shall solely be accepted and performed subject to these General Conditions. In the event of a dispute, the Dutch text of these Conditions shall be decisive and binding.
- All of the provisions in these General Conditions have also been formulated for the benefit of all those working for Stars & Tulips (whether or not as employees), as well as, should they be held liable, persons previously working for Stars & Tulips (partners, managing directors and employees), including their heirs/beneficiaries, if any, after these persons left Stars & Tulips’ office.
- Stars & Tulips shall determine who within Stars & Tulip shall be responsible for performing the assignment, hereby engaging, as appropriate, third parties, including servants and agents.
- In performing the work, Stars & Tulips shall act with due care as a reasonable contractor.
- Unless otherwise agreed, the client shall owe Stars & Tulips a fee in accordance with Stars & Tulips’ normal rates, plus turnover tax, office expenses and disbursements.Stars & Tulips’ invoices must be paid within 30 days of the date of those invoices. If payment is not made or not timely made, Stars & Tulips may charge the statutory commercial or other interest. In addition, the client must reimburse all legal and other costs.
- The total joint liability of Stars & Tulips, as well as all those persons mentioned in Article 2, shall be limited in each instance to the amount paid out in the particular case under Stars & Tulips’ professional liability insurance, plus the amount of the excess which Stars & Tulips must pay in the particular case under the applicable insurance agreement.
- If, for whatever reason, no benefit is paid out under the aforementioned insurance, any liability shall be limited to twice the amount charged by Stars & Tulip to the client for the specific assignment, up to a maximum of EUR 10,000.
- Stars & Tulips shall only be liable for breaches by third parties if and insofar as the ensuing damage can be recovered from the third party. Stars & Tulips shall have authority to accept on the client’s behalf any limitations on liability by third parties.
- The client shall indemnify Stars & Tulips against any third-party claims, including the costs incurred by Stars & Tulips in this connection, which directly or indirectly ensue from or relate to Stars & Tulips’ work for the client.As the expert regarding the content, the client must immediately check the texts and services provided for errors or inaccuracies, and shall accept the liability ensuing from this. The client shall indemnify Stars & Tulips against any liability under current or future laws.
- The limitations on liability and duty of indemnification ensuing from the foregoing shall not apply insofar as the damage results from wilful misconduct or gross negligence by Stars & Tulips.
- If a situation of force majeure arises for Stars & Tulips, it shall immediately notify the client or cause the client to be notified. During the force majeure period, Stars & Tulips’ obligations shall be suspended. If it is established that performance shall not be possible for two months because of the force majeure, both parties shall be entitled to rescind the agreement through a written statement. The client must purchase from Stars & Tulips the portion of the assignment which has been performed and must pay for that portion. This shall not apply if the portion performed does not have any separate value.
- As long as the work has not been delivered or not fully been paid for yet, Stars & Tulips shall retain all copyrights.Upon delivery, Stars & Tulips shall grant an exclusive licence for a one-off right of publication, specifically, for the agreed use only. A supplemental agreement must be concluded for any other use. This shall likewise apply to placement of the text in any other medium besides the media for which it was written according to the assignment.
- The legal relationship to which these General Conditions apply shall be governed by Dutch law. Any disputes arising between the parties shall be submitted to the judgment of the Dutch court.