Cloosterman Communicatie General Terms and Conditions

Cloosterman

1. Cloosterman Communicatie is a consultancy for PR, journalism, design and (audio)visual productions. Cloosterman Stock forms part of Cloosterman Communicatie.

2. Cloosterman engages in, inter alia, the conception, production and distribution of printed material, the realisation and maintenance of websites, the drawing up of safety and emergency procedures, the design and placement of advertisements, journalistic productions, media training and audiovisual productions. Cloosterman Stock manages a digital photo library and works to order. Photos may be ordered through the Cloosterman Stock web shop.

Applicability of General Terms and Conditions

3. These general terms and conditions apply to all offers, agreements, supplies and to all other legal relationships between Cloosterman Communicatie and/or Cloosterman Stock on the one hand, jointly to be called “Cloosterman” hereinafter, and a customer on the other hand. These terms and conditions remain in force after the end of an agreement unless parties have agreed otherwise in writing. Cloosterman expressly excludes the applicability of the customer’s general terms and conditions.

Quotations and agreements by and with Cloosterman

4. All offers and quotations given by Cloosterman are valid for 60 days unless stated otherwise. Cloosterman is only bound to a quotation if the customer has confirmed his acceptance hereof within 60 days of receipt, unless stated otherwise.

5. Deviations from and addenda to agreements concluded with Cloosterman are only valid if agreed in writing.

6. In the case of the customer’s bankruptcy or suspension of payments, Cloosterman is entitled to terminate the agreement with the customer with immediate effect.

Prices and terms of payment and delivery

7. Unless agreed otherwise, the prices stated by Cloosterman are exclusive of BTW (value-added tax). The term of payment for written or verbal commissions or orders is 14 days from date of invoice. For orders placed on the Internet, payment is in advance, and Cloosterman will only accept the commission once payment has been received from the customer. Cloosterman uses the iDEAL Internet payment system as one of its methods of receiving payment. For bank transfers, the date of payment is the date on which the Cloosterman bank account is credited.

8. Cloosterman is entitled to refuse commissions and orders or to attach additional conditions to an agreement. If a commission or order is not accepted, Cloosterman will communicate this within 10 days of receipt thereof.

9. On exceeding the term of payment, the customer is legally in default from the date this term expires. The customer is then required to pay the statutory interest on the amount invoiced, plus all costs (legal and non-legal expenses) incurred in collecting the amounts due to Cloosterman as a result of the customer being in default.

10. The price quoted/agreed is valid for 3 months from conclusion of the agreement. Should unforeseen circumstances, including price developments in the market and/or with suppliers and/or third parties, give reason to increase the price within this 3-month period, then Cloosterman is entitled to pass on this increase to the customer within reason, with the customer retaining the right – likewise within reason – to terminate the agreement in a such case.

11. Delivery times quoted by Cloosterman are purely indicative in nature. Any term of delivery being exceeded does not entitle the customer to damages or cancellation/termination of the agreement, unless the term is exceeded to such an extent that the customer cannot reasonably be required to stand by the agreement. However, in such a case the customer is not entitled to any damages under any circumstances.

12. The customer is required to accept the goods ordered from Cloosterman. If the customer does not meet his obligation to receive the goods, Cloosterman may store or have stored the goods to be accepted at the customer’s risk and expense.

Quality

13. Unless agreed otherwise, Cloosterman will supply the photos ordered by the customer on CD-ROM or by e-mail in the highest possible resolution. The size/quality of a scanned slide is approximately 2550 x 1675 pixels (marked D at title/number). For photos, this is approximately between 1600 x 1200 / 2300x1700 (marked L at title/number) and 3264 x 2448 pixels, for panorama photos up to 7540 x 2368.

14. Screen settings and screen quality, for example, may cause the quality and colours to differ from the images shown on the Cloosterman website.

Intellectual property and licences

15. The use of Cloosterman products (including photos) is not permitted if and as long as the customer has not settled all open invoices from Cloosterman or has otherwise not yet met all obligations arising from whatever agreement with Cloosterman.

16. The copyright on all works, including all photos, images on the Cloosterman website and (illustrative) material and any associated texts and titles, remains exclusively and permanently with Cloosterman, unless agreed otherwise in writing. Without express prior permission in writing from Cloosterman it is not permitted to use and/or copy and/or duplicate these.

17. Permission for the customer to use a (photographic) work is granted only in advance and in writing in the form of a licence as is described in type and scope by Cloosterman in the quotation and/or the confirmation of the order and/or the invoice relating thereto. In the absence of a specifically agreed publication and/or described aim and/or described circulation only those rights are assumed to be granted which form a standard part of the licence or those which are a necessary consequence of the type and purpose. Any use of a photographic work not agreed upon is considered an infringement of Cloosterman copyright.

18. Images on the Cloosterman website serve as examples and include a watermark. The use of a watermarked image is permitted only for evaluation purposes prior to the potential purchase of a licence for a non-watermarked image. This watermark may be neither modified nor removed.

19. Images from Cloosterman may in no way be used as a trademark or service mark, for pornographic or unlawful purposes, to infringe upon the rights of third parties (including rights to privacy, copyrights, trade name rights).

20. If nothing has been determined regarding the scope of a licence, the following applies: that this never includes more than the right to a single use, in unmodified form, for the purpose of an aim, a circulation and a manner such as Cloosterman understands was envisaged by the parties when entering into the agreement. Unless agreed otherwise in writing, images from Cloosterman may not be copied and/or duplicated, resold, redistributed or made available for redistribution and/or made available to third parties in any form.

21. In case of infringement, Cloosterman is entitled to compensation amounting to at least twenty times the licence fee normally charged by Cloosterman for such a form of use, without losing the right to compensation for any other damage suffered (including the right to compensation for any direct and indirect damage and any legal and non-legal costs actually incurred).

22. With every publication of a photographic work, the name of the photographer must be stated clearly, together with the statement “© Rob Cloosterman, www.cloostermanstock.nl”.

Subcontracting to third parties

23. Cloosterman is entitled to have a third party/third parties carry out the commission, or parts thereof, unless the customer has expressly specified otherwise.

Cancellation

24. If the customer cancels the commission, the customer is in any case required to reimburse Cloosterman for any (raw) materials already used and/or purchased and for any labour and office costs already incurred (subject to a minimum of € 25.00). In such a case, the customer will furthermore be held liable for compensating Cloosterman for any damages suffered as a result of losses and/or loss of profit, and also to indemnify Cloosterman against any claims from third parties as a result of cancellation of the commission. Without prejudice to the preceding, Cloosterman retains all rights to demand full compliance with the agreement and/or full compensation.

Right of retention

25. Cloosterman is entitled to keep property of the customer in his possession until the customer has met all his obligations (for payment) to Cloosterman.

Complaints

26. Any complaints on the part of the customer regarding the works supplied must be submitted to Cloosterman in writing as soon as possible but in any case within 10 working days from the date of delivery. In the case of justified complaints, Cloosterman is entitled to make good any defects within a reasonable period of time or provide a replacement.

Liability and indemnification

27. Cloosterman is only responsible for damage the customer suffers as a direct and exclusive result of a shortcoming attributable to Cloosterman. This liability is however restricted to an amount for which Cloosterman is insured, or should reasonably have been insured, in the particular case.

28. Liability with respect to consequential loss and trading loss, including for example contractual loss and loss of profit, is expressly excluded.

29. The customer who publicises a (photographic) work from Cloosterman is responsible, with the exclusion of others, for obtaining permission from the subject of the portrait and/or other rightful claimants. The customer indemnifies Cloosterman against all claims in this matter. On publicising a (photographic) work from Cloosterman, the customer must arrange to have sent to Cloosterman a reference copy of each of the different publications within two weeks at most.

Force majeure

30. In the case of force majeure Cloosterman has, without prejudice to the other rights to which it is entitled, the option of suspending or terminating the agreement without recourse to legal proceedings, without Cloosterman being held liable for any compensation unless this would be unacceptable in terms of reasonableness and fairness in the given circumstances.

Disputes

31. All agreements with Cloosterman are exclusively subject to Dutch law. Any disputes relating to or arising from an agreement with Cloosterman will be settled by the competent judge in Rotterdam.

Text of General Terms and Conditions

32. Should any of these (partial) provisions be inconsistent with any legal provisions, this will not affect the validity of the remaining (partial) provisions.

33. These general terms and conditions have been drawn up in both the Dutch and the English language. In the case of discrepancies or differences in interpretation between the two texts, the Dutch text will always take precedence.

These terms and conditions were filed at the Chamber of Commerce in Rotterdam under number 24243493.