Terms & Conditions

General Terms and Conditions Kumpany B.V.

1. Definitions

In these general terms and conditions, the following terms are used with the meanings set out below, unless expressly stated otherwise.

Kumpany: the private limited liability company Kumpany B.V., having its registered office and principal place of business at Danzigerkade 13C, 1013 AP Amsterdam, The Netherlands, registered with the Chamber of Commerce in Amsterdam under number 28080708.

Assignment: the assignment to be carried out by Kumpany in accordance with the Agreement.

Client: any natural or legal person with whom Kumpany enters into an Agreement.

Agreement: the agreement between Client and Kumpany, which may take the form of an assignment confirmation or signed offer, specifying the services to be provided by Kumpany.

Parties: Kumpany and Client.

Terms and Conditions: these General Terms and Conditions of Kumpany B.V.

2. General Provisions

  1. These Terms and Conditions apply to all offers, quotations, and agreements between Kumpany and the Client to which Kumpany has declared these Terms and Conditions applicable, unless the Parties have expressly agreed otherwise in writing.
  2. Deviations from these Terms and Conditions are only valid if expressly agreed in writing.
  3. The applicability of any purchasing or other terms and conditions of the Client is expressly rejected.
  4. If one or more provisions of these Terms and Conditions are null and void or annulled, the remaining provisions shall remain fully in force. The Parties will consult to agree on new provisions to replace the null and void or annulled provisions, observing the purpose and scope of the original provision as much as possible.

3. Offers and Quotations

  1. All offers are non-binding unless a period for acceptance is stated in the offer.
  2. Quotations made by Kumpany are non-binding and valid for 14 days, unless otherwise indicated. Kumpany is only bound by quotations if the Client confirms acceptance in writing within 14 days, unless stated otherwise. The Agreement is concluded by written acceptance (including email) of the offer by the Client or when Kumpany commences actual performance of the Assignment.
  3. Prices stated in offers, quotations, and Agreements are in euros, exclusive of VAT and government levies, and exclusive of additional costs such as travel expenses, unless otherwise stated.
  4. If acceptance deviates from the offer (on minor points), Kumpany is not bound by it. The Agreement will not be concluded in accordance with this deviating acceptance, unless Kumpany states otherwise.
  5. A composite quotation does not oblige Kumpany to execute part of the Assignment at a corresponding part of the quoted price.
  6. Offers or quotations do not automatically apply to future assignments.

4. Execution of the Assignment and Kumpany’s Obligations

  1. Kumpany shall perform the Assignment to the best of its ability, knowledge, and skill, and in accordance with professional standards, and will strive to execute the Assignment in accordance with the Agreement and within the agreed timeframe. Exceeding the agreed timeframe, for any reason, does not entitle the Client to dissolve the Agreement or claim damages, unless otherwise agreed.
  2. Kumpany is not liable for damages caused by relying on incorrect or incomplete information provided by the Client, unless Kumpany should have been aware of such inaccuracies or incompleteness.
  3. If it has been agreed that the Agreement will be executed in phases, Kumpany may suspend work on subsequent phases until the Client has approved the results of the previous phase in writing.
  4. Where applicable, Kumpany will ensure compliance with legal regulations and obtain the necessary permits and consents for its work. Kumpany will also take adequate safety measures at its own expense and risk.
  5. Kumpany is responsible for adequately insuring locations, goods, and persons involved in performing the Assignment, insofar as these are included in the quotation or budget. Locations, goods, and persons not included will not be insured by Kumpany.

5. Client’s Obligations

  1. The Client guarantees compliance with all obligations arising from the Agreement and these Terms and Conditions. If the Client fails to do so, Kumpany is not obligated to fulfill its obligations and cannot be held liable for resulting damages, without prejudice to the Client’s obligation to pay the full agreed fee.
  2. The Client shall not engage another agency to perform the same work without prior consultation with Kumpany. Failure to reach agreement or violation of this clause gives Kumpany the right to terminate the Agreement immediately without liability for damages.
  3. The Client shall timely provide Kumpany with all information and documents necessary for execution of the Agreement. Failure to do so entitles Kumpany to suspend performance and/or charge additional costs due to delays.
  4. If work is carried out at the Client’s or a designated location, the Client shall provide all reasonably required facilities free of charge.
  5. The Client indemnifies Kumpany against any third-party claims related to the execution of the Agreement attributable to the Client.
  6. The Client shall pay all agreed fees as specified in the Agreement in accordance with these Terms and Conditions.

Article 6. Use of Third Parties

  1. Kumpany may engage third parties for the execution of the Assignment. Kumpany shall negotiate the best possible prices and conditions for the Client. All costs are for the Client’s account. Kumpany is not liable for any errors or shortcomings of these third parties.
  2. If the Client engages third parties itself, the Client bears full responsibility and liability for their selection and performance.

 7. Modification of the Agreement

  1. Changes to the Assignment are only binding upon written confirmation by Kumpany or actual performance thereof.
  2. If it becomes apparent during execution that changes are necessary, the Agreement will be modified in mutual consultation.
  3. Modifications may affect the completion timeframe. Kumpany will inform the Client accordingly.
  4. If modifications have financial and/or qualitative consequences, Kumpany will inform the Client in advance and obtain written approval.
  5. If a fixed budget was agreed, Kumpany will indicate the extent of any budget overruns for which Client’s written approval is required.

8. Term and Completion Period

  1. The Agreement terminates automatically upon expiry of its agreed term, unless otherwise agreed in writing.
  2. Deadlines within the term are not fatal deadlines. If exceeded, the Client must issue a written notice of default before Kumpany is in default.
  3. The parties may agree to extend the duration of the Agreement or its deadlines by mutual consent.
  4. Deadlines are based on circumstances at the time of the Agreement and data provided by third parties.
  5. Exceeding deadlines does not entitle the Client to damages or dissolution, unless the overrun makes continuation unreasonable.

9. Fees

  1. The Parties may agree on a fixed budget.
  2. If not, fees will be based on actual hours worked and costs incurred in accordance with the approved budget.
  3. Fees are in euros, exclusive of VAT and other levies, and of any additional costs, unless otherwise stated. VAT changes may be passed on.
  4. The Client is not entitled to set-off or suspension of payments.
  5. If an hourly rate is agreed, Kumpany may increase this rate with the Client’s written consent.
  6. Prices are based on circumstances at the time of Agreement, such as wages, purchase prices, and taxes. Changes may be passed on.
  7. Kumpany may increase prices if actual work proves substantially underestimated, provided prior notification is given.

10. Payment

  1. Payment must be made within 30 days of invoice date by the method indicated by Kumpany. Disputes must be reported in writing within 7 days.
  2. Late payment results in default without further notice. Interest of 1% per month (or statutory interest if higher) applies. Collection costs amount to 15% of the invoice with a minimum of €500.
  3. In case of liquidation, bankruptcy, seizure, or suspension of payment, claims become immediately due.
  4. The Client has no right of set-off.
  5. Kumpany may require advance payment or security before or after the Agreement, suspending work until satisfied.

11. Complaints

  1. Complaints must be reported in writing within 5 days of discovery or within 8 days after completion of work.
  2. Upon discovery of a defect, the Client must immediately cease use and take reasonable measures to prevent further damage.
  3. The Client shall fully cooperate with investigations into the complaint.
  4. The Client may not return products without Kumpany’s prior consent. Valid complaints will be reimbursed for reasonable return costs.
  5. If a complaint is justified, Kumpany will re-perform the work unless this has become demonstrably pointless for the Client.
  6. If re-performance is not possible, liability is limited as provided in Article 13.

12. Termination

  1. Either party may suspend obligations or terminate the Agreement if:
  • the other party fails to meet its obligations;
  • there are valid concerns that obligations will not be met;
  • bankruptcy, suspension of payment, liquidation, or business discontinuation occurs.
  1. Kumpany may terminate the Agreement if circumstances make fulfillment impossible or unreasonable.
  2. Upon termination, claims become immediately due. Suspension does not affect rights to payment.
  3. Kumpany retains the right to claim damages.
  4. Upon early termination, Kumpany will transfer remaining work to third parties, unless Client is at fault.
  5. Additional transfer costs are borne by the Client.
  6. Any materials provided to the Client must be returned within 14 days. Costs for failure to return are borne by Client.
  7. If Client cancels the Assignment early with Kumpany’s written consent, Kumpany may charge for work performed and related costs.

13. Liability

  1. Kumpany’s liability for any breach or tort is limited to direct damages up to the amount paid by its liability insurer. If no insurance payout applies, liability is limited to the amount received for the work, up to €10,000.
  2. Direct damages include:
  • reasonable costs to determine the cause and extent of damages;
  • reasonable costs to remedy deficiencies;
  • reasonable costs to prevent or limit damages.
  1. Kumpany is not liable for indirect damages such as loss of profits, business interruption, environmental or immaterial damages.
  2. These liability limitations do not apply in cases of willful misconduct or gross negligence by Kumpany.
  3. Claims expire 12 months after the work was performed.
  4. Kumpany is not liable for damages caused by incorrect or incomplete information provided by the Client.

14. Indemnifications

  1. Except in cases of gross negligence or intent by Kumpany, the Client indemnifies Kumpany against third-party claims related to use of the work results.
  2. The Client also indemnifies Kumpany against intellectual property claims relating to materials provided by the Client.
  3. The Client guarantees that data carriers or files provided to Kumpany are free of viruses and defects.

15. Risk Transfer

  1. Risk of loss or damage to goods transfers to the Client when legally or physically delivered into the Client’s possession or that of a designated third party.

16. Force Majeure

  1. Kumpany is not liable if prevented from fulfilling obligations due to circumstances beyond its control.
  2. Force majeure includes all external causes, foreseeable or unforeseeable, such as strikes affecting Kumpany or its subcontractors.
  3. Kumpany may invoke force majeure even after its obligations were due.
  4. Obligations are suspended during force majeure. After two months, either party may terminate without liability.
  5. If partial performance was already rendered, Kumpany may invoice accordingly.
  6. Kumpany will inform the Client of force majeure situations as soon as possible.

17. Confidentiality

  1. Both parties shall keep all confidential information obtained from one another strictly confidential.
  2. If disclosure is required by law or court order, Kumpany shall not be liable for damages.
  3. Kumpany shall impose similar confidentiality obligations on third parties it engages.

18. Intellectual Property

  1. All intellectual property rights, including copyrights, trademarks, content, slogans, advertising properties, and concepts, belong to Kumpany or its licensors. The Client receives an exclusive license to reproduce and publish the results as specified in the Agreement.
  2. Kumpany may use acquired knowledge for other purposes provided confidentiality is maintained, and may use work results for its own publicity, website, showreels, awards, or editorial purposes after public release by Client.

19. Non-Solicitation

  1. The Client shall not hire or engage Kumpany’s staff or subcontractors involved in the Agreement for a period of one year after termination, unless agreed otherwise after proper consultation.

20. Assignment

Kumpany may assign its rights and obligations under the Agreement to a third party without the Client’s prior consent.

21. Governing Law and Disputes

  1. Dutch law exclusively applies.
  2. Disputes shall be submitted to the competent court in Amsterdam.
  3. Parties shall first attempt to resolve disputes amicably before resorting to litigation.

These general terms and conditions were last amended on August 24, 2017.

Kumpany B.V.
Danzigerkade 13C
1013 AP Amsterdam

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