Terms and conditions.

Article 1

Definitions

In these terms and conditions, the following definitions apply:

BannerBazen

BannerBazen B.V.

Client

any natural or legal person who instructs BannerBazen to carry out work.

Services

all creative, technical and strategic services offered by BannerBazen, including but not limited to HTML5 display advertising, rich media, social video, digital out of home and related productions.

Agreement

any written or electronic arrangement between BannerBazen and the Client.

Article 2

Applicability

These terms and conditions apply to all quotes, Agreements and work of BannerBazen.

Any deviating or additional terms and conditions of the Client apply only if BannerBazen has expressly accepted them in writing.

Article 3

Quotes and formation of the Agreement

All quotes from BannerBazen are without obligation and valid for 30 days, unless stated otherwise.

An Agreement is formed upon the Client’s written or electronic confirmation of the quote.

Article 4

Scope of work

The agreed work is strictly limited to what has been recorded in writing in the quote, brief and/or appendix (Scope of Work).

Work that does not explicitly fall within the agreed scope is regarded as additional work and is carried out on a time-and-materials basis or on the basis of a supplementary quote.

Unless expressly agreed otherwise, no more than two rounds of revisions are included.

Article 5

Cooperation by the Client

The Client is responsible for the timely and complete supply of all necessary materials, information, feedback and approvals.

If a delay is caused by the Client, BannerBazen is entitled to adjust schedules and to charge any additional costs.

BannerBazen is not liable for damage or delay resulting from incorrect or incomplete information provided by the Client.

Article 6

Planning and delivery

Timeframes given by BannerBazen are indicative, unless expressly agreed otherwise in writing.

A delivery is deemed to have been accepted if the Client does not raise a reasoned objection in writing within five working days of delivery.

Article 7

Rates and payment

All rates applied by BannerBazen are exclusive of VAT and other government-imposed levies.

BannerBazen is entitled to require an advance payment of 30% to 50% of the agreed amount.

Invoices must be paid within 30 days of the invoice date.

If the payment term is exceeded, the Client is in default by operation of law and statutory commercial interest is payable.

BannerBazen is entitled to suspend its work until payment has been made in full.

Article 8

Intellectual property

All intellectual property rights in the works delivered by BannerBazen remain with BannerBazen until the Client has fully met its payment obligations.

Upon full payment, the Client obtains a non-exclusive, non-transferable right of use, unless agreed otherwise in writing.

BannerBazen retains the right to use delivered works for portfolio, promotional and demonstration purposes.

Article 9

Source files

Source files are understood to mean all original working files, including but not limited to design files, animation and project files, code repositories, raw exports, templates and other non-final products on which the delivered work is based.

Unless expressly agreed otherwise in writing, source files do not form part of the assignment and are not delivered to the Client.

If the transfer of source files is agreed, BannerBazen may charge additional costs for this, and separate arrangements regarding rights of use and liability apply.

BannerBazen is never obliged to provide internal frameworks, templates, libraries or working methods.

Article 10

Confidentiality

The parties undertake to maintain the confidentiality of all confidential information they obtain from each other in connection with the Agreement.

This confidentiality obligation remains in force until five years after the termination of the Agreement.

Article 11

Third parties and subcontractors

BannerBazen is entitled to engage third parties in the performance of the Agreement.

BannerBazen remains responsible for the quality of the Services it provides.

Article 12

Liability

BannerBazen’s liability is limited to the amount paid by the Client for the assignment concerned.

BannerBazen is never liable for indirect damage, consequential damage, loss of profit or lost savings.

Article 13

Force majeure

In the event of force majeure, BannerBazen is entitled to suspend its obligations or to rescind the Agreement in whole or in part.

Force majeure is also understood to include disruptions at third parties, internet and power outages, pandemics, government measures and other circumstances outside BannerBazen’s sphere of influence.

Article 14

Termination

Either party is entitled to terminate the Agreement in writing.

In the event of early termination by the Client, costs already incurred and hours already worked remain payable in full.

Article 15

Disputes and applicable law

The parties will first try to resolve disputes through mutual consultation.

All Agreements are governed exclusively by Dutch law.

Disputes will be submitted to the competent court in the Netherlands.