1. AGREEMENT

1.1 These general terms and conditions apply to every offer, quotation, and agreement between Tell me MOORS and the Client.

1.2 By CONFIRMING the assignment, the Client automatically agrees to the general terms and conditions as formulated in this document. The Client confirms the assignment that Tell me MOORS provides online, by email with a signature on the offer/confirmation, or via the online accounting program.

1.3 Quotations/price estimates are VALID for 30 days from the date on the document.

1.4 CHANGES to the agreement by the Client or additional verbal agreements between the Client and Tell me MOORS are only binding if confirmed by Tell me MOORS by email.

1.5 The CANCELLATION of the assignment can only be done via email. Upon cancellation of the assignment for any reason, the Client owes compensation for the hours spent up to that point, at the applicable hourly rate excluding VAT. If, at the time of cancellation, the damage to Tell me MOORS exceeds the cancellation fee stated in this article, the Client must compensate Tell me MOORS for the higher amount.

1.6 Tell me MOORS is entitled to engage THIRD PARTIES for the execution of the assignment.

2. OBLIGATIONS OF THE CLIENT

2.1 The Client is responsible for PAYMENTS related to the use of third-party intellectual property rights (including but not limited to ‘Buma rights’).

2.2 Unless otherwise agreed in writing, the Client is responsible for obtaining the necessary PERMISSIONS from third parties and/or permits, as well as conducting the related research.

2.3 The Client is responsible for the ACTIONS and OMISSIONS of the third parties it engages and/or invites, such as (but not limited to) participants and visitors to an event.

3. LIABILITY

3.1 The Client indemnifies Tell me MOORS against claims from THIRD PARTIES (including but not limited to participants and visitors) who suffer damage in connection with the execution of the assignment.

3.2 Any ADVICE provided by Tell me MOORS is always non-binding, and following it is at the Client’s own risk.

3.3 Tell me MOORS is not responsible or liable for the ATTENDANCE of participants or visitors at the event in question.

3.4 Tell me MOORS is not liable for damage to GOODS made available by the Client. The Client must ensure proper insurance.

3.5 Tell me MOORS is not liable for damage of any kind arising from relying on incorrect or incomplete INFORMATION provided by or on behalf of the Client.

3.6 Tell me MOORS is only liable for damage (i) if this damage is covered by its liability insurance, up to the amount paid out by the insurance plus the deductible, or (ii) in the event of intent or gross negligence by it or its executives.

3.7 If there is (i) no intent or gross NEGLIGENCE, or (ii) the insurance does not pay out, and Tell me MOORS is still liable, its liability is limited to direct damage only (liability for indirect damage is expressly excluded) with a maximum of €2,500.

3.8 All CLAIM RIGHTS and other powers, from whatever cause, that the Client has against Tell me MOORS, must be received in writing by Tell me MOORS within 12 months after the moment the Client became aware or reasonably could have been aware, or they will expire.

4. INVOICING & PAYMENTS

4.1 Tell me MOORS sends the INVOICE via email after the agreed work has been delivered.

4.2 Unless otherwise agreed, Tell me MOORS may charge an INTERIM INVOICE of 50% of the total price. The remaining costs will be charged upon completion.

4.3 PAYMENTS must be made by the Client within 14 days of the invoice date. If the invoice is not paid on time, the Client owes interest equal to the statutory interest (www.wettelijkerente.net) on the net invoice amount from the invoice date. The Client also pays the extrajudicial collection costs of at least 15% of the invoice amount with a minimum of €150.

4.4 If the Client does not fulfill the PAYMENT OBLIGATIONS as described in Article 3.3, the Client is not permitted to use the work made available to him.

4.5 If the Client does not exploit the work, this does not release the Client from any payment obligation.

5. ADDITIONAL WORK

5.1 EXTRA WORK or delays resulting from changes to the assignment or changes to the original briefing will be honored by Tell me MOORS at the applicable hourly rate excluding VAT.

5.2 If changes must be made to the final work after approval, Tell me MOORS also applies the applicable hourly rate, excluding VAT.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 The Client is or will be the exclusive RIGHTS HOLDER of all existing and future intellectual property rights (including but not limited to copyright) that rest on or arise from works (in any form, including but not limited to developed ideas, proposals, designs, and concepts) that Tell me MOORS develops or has developed within the framework of the assignment. The Client acquires a usage right for the duration of the assignment.

6.2 The Client guarantees to RESPECT third-party intellectual property rights. If Tell me MOORS, due to the actions and/or omissions of the Client, infringes on third-party intellectual property rights, the Client will indemnify Tell me MOORS, its employees, and/or third parties engaged by it upon first request.

7. MISCELLANEOUS

7.1 In the event of FORCE MAJEURE, where the agreement can no longer be reasonably executed in full (such as but not limited to (i) extreme weather, (ii) revocation of one or more permits, and (iii) national mourning), Tell me MOORS retains the right to compensation (including but not limited to costs for third parties engaged by it). Tell me Moors advises the Client to insure against these risks.

7.2 Unless otherwise agreed, Tell me MOORS may refer to completed work for promotion purposes on its website and social media.

7.3 This agreement is governed by Dutch law. All DISPUTES arising from this agreement will be adjudicated.