GENERAL TERMS AND CONDITIONS

Terms and conditions

GENERAL TERMS AND CONDITIONS

These general terms and conditions govern all legal relationships of Cyriel Jacobs Compositional and the partnership between Cyriel Jacobs Compositional and White Mirror Photography: Prisma Compositional.

1. Definitions

In these General Delivery Conditions (the “General Conditions”) the terms listed below

have the following meaning:

1.1 Artist: Cyriel Jacobs Compositional, a sole proprietorship to Dutch law, having its
registered office in Amsterdam the Netherlands, registered with the Chamber of Commerce under number 67455034 or White Mirror Photography a sole proprietorship to Dutch law, having its registered office in Amsterdam the Netherlands, registered with the Chamber of Commerce under number 70815712 or Prisma Compositional.
1.2 Client: all natural persons or legal entities with which the Artist enters into an Agreement, with which the Artist negotiates on the conclusion of an Agreement, or to which the Artist makes an offer; and
1.3 Agreement: all agreements concluded between the Artist and the Client, any amendments or additions to those agreements and all juristic and other acts performed in the preparation and performance of those agreements.
1.4 Work(s): video- and/or photographic work(s), animations, concepts, visual expressions, paintings, drawings. The Works are protected by Intellectual Property Rights.
1.5 Services: all Services provided by the Artist to the Client.
1.6 Intellectual Property Rights: all copyright (including future copyrights), registered and
unregistered trademark rights, patents granted and applied for, domain names, registered and unregistered design rights, registered and unregistered rights in respect of drawings or designs, rights to trade names, database rights, neighbouring rights (including future neighbouring rights), priority rights, know-how, rights in designs and inventions, rights under licences, permission, orders, rights with an effect or of a nature that is the same as or similar to those of the rights referred to above, and other rights (including but not limited to rights in respect to concepts).
1.7 License: the non-exclusive, non-transferable right to use and/or publish and/or copy the Works online and offline, in the Netherlands for a maximum period of one year, unless otherwise stated by the parties in writing. The Client is not allowed to sub-license to third parties.

2. Applicability

2.1 These General Conditions form part of all Agreements and govern all related juristic and other acts of the Artist and the Client. These General Conditions form part of and also govern any further or follow-up agreements between the Artist and the Client. The Client is deemed to have agreed to this.
2.2 Any departures from and additions to these General Conditions agreed on between the Artist and the Client are valid only if they have been expressly agreed on in writing between the parties.

2.3 The applicability of any purchase or other conditions of the Client is expressly excluded.
2.4 If any provision of these General Conditions is void or is nullified, the other provisions of these General Conditions will continue to apply in full. In that case the Artist and the Client will consult in order to agree on new provisions to replace the void or nullified provisions, whereby the purpose and scope of the void or nullified provisions will be taken into account to the extent possible.

3. Offers and conclusion of an Agreement

3.1 Offers are valid for a period of 30 calendar days after the date of issue, after which the offer automatically expires. All offers may be revoked at any time, also if the offer states a term for acceptance.
3.2 An agreement is concluded only if the Client accepts in writing an offer made by the Artist or when parties confirm otherwise in writing.
3.3 If the Client accepts an offer, the Artist nevertheless has the right to revoke its offer, orally or in writing, within seven days of receipt of the acceptance, in which case no Agreement has been made between the parties.
3.4 Contrary to the above provisions, if the Client has made any reservations and/or changes in the acceptance of the offer, the Agreement is not concluded until after the Artist accepts the reservations and/or changes in writing.

4. Provision of information

4.1 The Client acknowledges that, as a rule, proper performance of the Agreement by the Artist is dependent on correct and timely provision of information by the Client, unless agreed upon otherwise in writing. The Client therefore warrants that it will provide in a timely manner all the information that the Artist requires or of which the Client should reasonably understand that they are necessary for the performance of the Agreement.
4.2 The Client warrants that the information made available to the Artist by it or on its behalf are correct, complete, reliable and lawful and that it has provided all the essential information for the preparation and performance of the Agreement.
4.3 The performance of the Agreement is commenced only after the Client has complied with the aforesaid duty to provide information. If the information required for the performance of the Agreement has not been provided to the Artist in a timely manner, or if the actions required have not been performed in a timely manner, the Artist has the right to suspend the performance of the Agreement until the Client has provided all the information.
4.4 If the Agreement can no longer be performed within the agreed term because information for the performance of the Agreement has not been made available to the Artist in a timely manner, the Artist has the right to terminate the Agreement immediately, without being liable for all any damages to the Client.

5. Performance of the Agreement and warranties

5.1 The Artist will perform its Work and/or Services to the best of its ability and in accordance with good professional standards, in accordance with the state of the art and subject to the condition that the Client correctly informs the Artist prior to and

during the performance of the Agreement. The Artist will use its best endeavours to supply and provide the Works and/or Services in accordance with the written agreements made with the Client.

5.2 Statements made by or on behalf of the Artist regarding the quality of the Works and/or Services may be regarded as guarantees only if they have been expressly confirmed in writing in the form of a guarantee given by the Artist.
5.3 If the Works and/or Services are in conformity with the Agreement but prove to be unsuitable for the purpose for which the Client wishes to use them, that is at the Client’s risk and does not constitute breach on the part of the Artist.

6. Price and payment

6.1 Unless otherwise stated, all prices are exclusive of turnover tax (VAT) and other charges that are or will be imposed by the authorities, and exclusive of any costs incurred in the context of the Agreement. Unless otherwise agreed, all prices are denominated in the euro currency and the Client must make all payments in euros.
6.2 All budgeted costs and estimates provided by the Artist are for information purposes only, unless otherwise stated by the Artist in writing. The Client may in no event base any rights or expectations on budgeted costs or an estimate provided by the Artist. A budget stated to the Artist by the Client may in no event be regarded as a (whether or not fixed) price agreed on between the parties for the performances to be provided by the Artist. Only if the parties have so agreed in writing is the Artist required to inform the Client of any imminent exceeding of budgeted costs or an estimate provided by the Artist.
6.3 If the Client consists of several natural persons and/or legal entities, each of them is required to pay the amounts due under the Agreement.
6.4 The relevant documents and data in the Artist’s accounting records or systems constitute full evidence of the performances provided by the Artist and the amounts payable in that context by the Client, without prejudice to the Client’s right to provide evidence to the contrary.
6.5 Unless otherwise agreed, all amounts payable to the Artist by the Client must be paid within 14 days of the invoice date. The value date on the bank statement is decisive and is regarded as the date of payment.
6.6 If the Client objects to the invoice received, it must inform the Artist of its objections in writing within eight days of the date of the invoice, failing which the invoice is deemed to be correct.
6.7 The Client is not entitled to suspend any payment or to set off any claim of its own against the Artist .
6.8 If the Client fails to pay the amounts due to the Artist or to do so in a timely manner, the Client is automatically in default. The Client owes contractual interest at a rate of 1% per month or part of a month on the amount then payable by it as from the date of default, unless the statutory or commercial interest is higher, in which case the statutory interest or commercial interest applies. All costs, both in and out of court, also including all costs charged by external experts, incurred by the Artist in enforcing its rights are payable by the Client. The out-of-court costs are set at 15% of the amount in question, subject to a minimum of EUR 200, excluding VAT.

7. Confidentiality

7.1 The Client must observe confidentiality in respect of data, documents, concepts and/or information with which the Artist provides the Client in the context of the Agreement and of which the Client knows or should reasonably know that they are of a confidential nature. If the Client receives confidential data, documents, concepts and/or information it may use those only for the purpose for which they were provided and may not disclose them to any third party, unless such disclosure is necessary for the performance of an Agreement.
7.2 The Artist may at any time state on its website the Client’s name and a general description of the Works and/or Services delivered to the Client, and/or refer to the same to prospective customers in order to promote its Works and/or Services. The Client may at any time state on its website the Artists name.

8. Intellectual Property Rights and personality rights

8.1 All Intellectual Property Rights in respect of the Works and/or Services and/or developed under the Agreement or made available to the Client, are vested exclusively in the Artist. The Client obtains the License.
8.2 The Client does not obtain any Intellectual Property Rights with regard to the Works and/or Services. If the Artist is willing to commit to the transfer of an Intellectual Property Right, such an obligation can be entered into only expressly and in writing. If the parties agree in writing upon such transfer to the Client, that will not affect the Artist’s right or option to use for other purposes and/or to operate, without any limitation, the components, general principles, ideas, designs, standards underlying that Work and/or Services.
8.3 Rights, including the License, are granted or transferred to the Client in the case in question subject to the condition that the Client has paid all the amounts payable under the Agreement(s) concluded between the parties. If the parties have agreed on a periodical payment obligation of the Client for the granting of a right of use, the Client has the right of use as long as it fulfils its periodical payment obligation.
8.4 Client must clearly credit the name of the Artist alongside the Works and/or Services used, unless parties have agreed upon otherwise in writing. In any case Client needs to respect Artist’s personality rights in accordance with article 25 of the Dutch Copyright Act.
8.5 The Client is not permitted to change or modify the Work and/or Services without the prior written consent of the Artist.
8.6 Any unauthorized use of the Work and/or Services and/or Intellectual Property Rights is deemed to be an infringement of Artist’s rights, including but not limited to Intellectual Property Rights.

9. Delivery and delivery periods

9.1 All delivery and other periods and delivery and other dates stated or agreed on by the Artist have been determined to the best of its ability on the basis of the information available to it on the conclusion of the Agreement. Interim delivery or other dates stated by the Artist or agreed on between the parties are always target dates, are not binding on the Artist, are for information purposes only, and may in no event be regarded as

strict deadlines. The Artist will make reasonable endeavours to observe final delivery and other periods and dates to the extent possible. The Artist is not bound by any whether or not final delivery or other period or date that can no longer be met due to circumstances beyond its control that occurred after the conclusion of the Agreement. Such periods may in no event be regarded as strict deadlines. The Artist is also not bound by any whether or not final delivery or other date or term if the parties have agreed on any change to the content or scope of the Agreement (additional work, changes in specifications, etc) or any change in the approach to the performance of the Agreement; those periods/dates may also in no event be regarded as strict deadlines. In the event of any imminent exceeding of a period, the Artist and the Client will consult to discuss the consequences for the further planning.

9.2 The mere exceeding of a whether or not final delivery or other period or date stated by the Artist or agreed on between the parties will not constitute default on the part of the Artist . In all cases – therefore also if the parties have expressly agreed in writing on a final delivery or other period or date – the Artist is not in default on the grounds of exceeding of the term until the Client has given it written notice of default. The notice of default must contain a description of the default that is as complete and detailed as possible, to enable the Artist to respond adequately.

10. Complaints

10.1 ComplaintsregardingtheWorkand/orServicesmustbereportedtotheArtistin writing/by e-mail as soon as possible, within a maximum of ten working days of its delivery.
10.2 Thewrittencomplaintasreferredtoinarticle10.1mustcontainasdetaileddescription, to enable the Artist to adequately respond to the complaint.
10.3 Ifthecomplainthasnotbeenreportedwithinthetermspecifiedinarticle10.1and/or does not meet the requirements referred to in article 10.2, the Client forfeits by operation of law all rights in respect of the defect or default established.
10.4 IftheClientcomplainsinatimely,correctandjustifiedmannerandisfurthermorenotin default towards the Artist, the Artist may at its option grant the Client a discount on the agreed price to be determined. By doing so, the Artist will be fully discharged from its obligations and the Client will not be entitled to any further damages or compensation, nor will it have the right to terminate or dissolve the Agreement.
10.5 ComplaintsinnoeventreleasetheClientfromitspaymentobligations.TheClient cannot base any rights on the handling of a complaint.

11. Cancellation, dissolution and termination of the Agreement

11.1 TheClienthastherighttocanceltheAgreementfreeofchargeupanduntil14daysin prior of the performance of the Works and/or Services by the Artist, unless parties have agreed upon otherwise in wring.

In case of cancellation by the Client within 14 days in prior of the performance of the Works and/or Services by the Artist, the Client cannot cancel free of charge, but owes a certain percentage of the agreed price. The following cancellation policy applies, unless parties have agreed upon otherwise in writing:

Cancellation up and until 7 days in prior of the performance: 50% Cancellation up and until 72 hours in prior of the performance: 75% Cancellation up and until 48 hour in prior of the performance: 85% Cancellation up and until 24 hours in prior of the performance / no show: 100%

11.2 IfServiceshavetobe(temporarily)shutdownduetoaninfectionwithavirus,included but not limited to the coronavirus and/or due to measures to prevent the spread of a virus, including but not limited to the coronavirus, the Client shall owe all costs of the Services to the Artist until such time the Services have been (temporarily) shut down.
11.3 EachofthepartieshastherighttodissolvetheAgreementonthegroundsofbreachin the performance of the Agreement only if the other party, in all cases after written notice of default has been given in as much detail as possible, setting a reasonable term in which to remedy the defect, is in breach of performance of essential obligations under the Agreement. Payment obligations of the Client and all other obligations to cooperate on the part of the Client or a third party engaged by the Client are always deemed essential obligations under the Agreement.
11.4 IftheClienthasalreadyreceivedperformancesundertheAgreementatthetimeof dissolution referred to in the preceding Article, those performances and the related payment obligation cannot be reversed unless the Client proves that the Artist is in default in respect of the essential part of those performances. Any amounts invoiced by the Artist before the dissolution in connection with what it has already properly performed or delivered under the Agreement remain payable with due observance of the provisions of the preceding sentence and become immediately payable at the time of dissolution.
11.5 EachofthepartiesmayterminateallorpartoftheAgreementinwriting,withoutany notice of default and with immediate effect, if the Client is granted a suspension or provisional suspension of payment, if a petition in bankruptcy is filed in respect of the other party, if the other party’s business is liquidated or terminated otherwise than for the reconstruction or merger of businesses, or if the decisive control over the business changes. The Artist is in no event required on the grounds of such termination to refund any moneys already received or to pay any damages. If the Client is declared bankrupt, the License from the Client ends automatically and immediately.

12. Artist’s liability

12.1 AllArtist’sliabilityforanydamagearisingfromtheAgreementand/orfromtheWorks and/or Services, is excluded.
12.2 TheClientisresponsiblefortheproperdeliveryofgoodssenttotheArtistforvisual and/or creative capture thereof. Unless otherwise specifically agreed in writing by the Artist, the Artist accepts no responsibility for any loss or damage, which may occur to any good in transit or to any facility or site where logistics services are being delivered. The Client will at all times be liable for the security, packaging and insurance of the goods from its dispatch until it is delivered to the studio of the Artist. The Artist will use commercially reasonable care in handling and storing the goods, but the Artist shall not be held responsible for any loss or destruction of goods even after their receipt at its studio.

12.2 If,foranyreasonwhatsoever,theArtistisliable,itsliabilityislimitedtonomorethan once the amount invoiced for the Works and/or Services that gave rise to the loss. In any case, Artist will never be liable for an amount of more than EUR 2.500,-.

13. Force majeure

13.1 ForthepurposesoftheseGeneralConditions,forcemajeureunderArticle6:75ofthe Dutch Civil Code means, in addition to the definition given to that term in law and in case law, all external circumstances, whether or not foreseen, beyond the Artist’s control, as a result of which the Artist is unable to fulfil its obligations or as a result of which it is impossible, onerous and/or disproportionally expensive for the Artist to such an extent that the Artist cannot reasonably be required to perform the Agreement.
13.2 Duringtheperiodinwhichtheeventofforcemajeurecontinues,theArtistmay suspend the obligations under the Agreement. If an event of force majeure last longer than 60 days, each of the parties has the right to dissolve the Agreement in writing, without any liability for damages towards the other party. Any performance already provided under the Agreement is in that case settled on a pro rata basis, without the parties owing each other any other amounts.

14. Changes and additional Work and/or Services

14.1 IfitisestablishedduringtheperformanceoftheAgreementthatitisnecessaryfora proper performance of the Agreement to change or supplement the Agreement, the parties will amend the Agreement in a timely manner in consultation.
14.2 IftheArtisthasperformedotherand/oradditionalWork/andServicesattheClient’s request or with the Client’s prior approval, or out of necessity for the proper performance of the Agreement, that fall outside the content or scope of the agreed Work and/or Services, such Work and/or Services must be paid for by the Client in accordance with the agreed rates or, if no rates have been agreed, on the basis of the Artist’s customary rates EUR 100,- per hour excluding VAT. The Artist is in no event required to comply with such a request and may demand that a separate written agreement is concluded for that purpose.
14.3 IfitisnecessaryforproperperformanceoftheAgreementtoamendtheAgreement, the Client is required to cooperate within reason. If the Client refuses to give its approval in writing within a reasonable period for the changes to be made, the Artist has the right to terminate the Agreement, without being required to pay the Client any damages. If the Client withholds its approval on unreasonable grounds, the Client is required – irrespective of whether the Artist has terminated the Agreement – to pay the Artist the price originally agreed on.
14.4 TheClientacceptsthatworkorperformancesasreferredtointhisArticlemayaffect the agreed or expected time of completion of the Work and/or Services and the Client’s and the Artist’s responsibilities towards each other. The fact that additional work (or a request for additional work) occurs during the performance of the Agreement may in no event be ground for the Client to terminate or dissolve the Agreement.
14.5 InsofarasafixedpricehasbeenagreedonfortheWorksand/orServices,theArtist will inform the Client on request about the financial consequences of the extra work or performances referred to in this Article.

15. Indemnity

15.1 TheClientisliableforalldamage,loss,costsandexpensesincurredbytheArtistor third parties as a result of or in connection with any shortcoming in the performance of an Agreement by the Client, irrespective of whether that loss was caused by the Client, its employees or any other natural person or legal entity for which the Client is liable by law.
15.2 TheClientfullyindemnifiestheArtistagainstanyandallthird-partyclaimsregarding damage, loss, costs and expenses of third parties that arise from or are related to any shortcoming in the performance of an Agreement by the Client, including but not limited to claims based on infringement of any intellectual property rights related to the Works delivered or Services provided.
15.3 IftheArtistisheldliableonthatgroundbythirdparties,theClientisrequiredtoassist the Artist both in and out of court and immediately to do any and all things that may be expected of it in the case in question.
15.4 TheClientmustatalltimesmakeeveryefforttolimittheloss.
15.5 IftheClientfailstotakeadequatemeasures,theArtistisentitledtodosoitself,without
any notice of default being required. All costs and loss consequently incurred by the Artist and third parties are entirely for the Client’s account and risk.

16. Transfer of rights and obligations

16.1 TheClientdoesnothavetherighttoselland/ortransferitsrightsand/orobligations under the Agreement to a third party.
16.2 TheArtisthastherighttotransferitsclaimsforpaymenttoathirdparty.

17. Governing law and disputes

17.1 AlllegalrelationshipstowhichtheArtistisapartyaregovernedexclusivelybyDutch law, also if all or part of an obligation is performed abroad or if the party involved in the legal relationship is domiciled abroad. The applicability of the Vienna Sales Convention 1980 (CISG) is expressly excluded.
17.2 TheCourtofAmsterdam,theNetherlands,hasexclusivejurisdictiontohearand decide on any disputes, unless otherwise prescribed by mandatory rules of law. The Artist nevertheless has the right to submit a dispute to the court that has jurisdiction by law.