General Terms and Conditions – DOT.PRJCT B.V.Chamber of Commerce (KVK): 73269638Applicable to both the website www.dot-prjct.com and all oral or written agreements entered into between the client (“Opdrachtgever”) and DOT.PRJCT B.V. (“Contractor”).

Article 1. General Provisions

a. These General Terms and Conditions apply to all obligations, including but not limited to obligations relating to the creation of designs, concepts, productions, deliveries, or the provision of audiovisual works under any agreement to which these terms have been declared applicable. They also apply to any subsequent agreements, acts, or pre-contractual legal relationships between the parties, as well as to obligations arising from acts performed in relation to such agreements or legal relationships.

b. Deviations from these terms shall only be valid if agreed in writing and shall apply solely to the specific agreement for which they were made. Any modification to an existing agreement requires prior written consent by both parties before it can take effect.

c. The applicability of the client’s general terms and conditions is expressly rejected by DOT.PRJCT B.V. The general terms of DOT.PRJCT B.V. shall prevail, even if the client’s terms purport to take precedence.

Article 2. Quotations and Formation of Agreement

a. All quotations issued by DOT.PRJCT B.V., regardless of form, are entirely without obligation unless explicitly stated otherwise. A quotation is valid for a limited period and may be withdrawn by DOT.PRJCT B.V. at any time.

b. An agreement is only established upon written confirmation of an assignment by DOT.PRJCT B.V. or upon commencement of performance of the assignment.

c. DOT.PRJCT B.V. reserves the right to suspend performance if the client fails to provide adequate security for payment or other obligations, without prejudice to the client’s duty to compensate for any work already performed or costs incurred. If the agreement is to be executed in phases, DOT.PRJCT B.V. may suspend subsequent phases until the previous phase has been approved in writing by the client.

d. Any misunderstandings regarding the content or execution of the agreement arising from incorrect, incomplete, or delayed specifications or communications by the client are at the client’s risk, even if transmitted by fax, email, or other electronic means.

Article 3. Execution of the Agreement

a. DOT.PRJCT B.V. shall perform the agreement to the best of its knowledge and ability.

b. If proper execution so requires, DOT.PRJCT B.V. may engage third parties for certain tasks, without the obligation to notify the client.

Article 4. Music

a. In cases where DOT.PRJCT B.V. produces (custom-made) music for the client, the composition and all related copyrights shall at all times remain the sole property of DOT.PRJCT B.V.

Article 5. Pricesa. Unless otherwise stated, all prices are exclusive of VAT (21%) and travel expenses (for car travel: €0.23 per km). For travel exceeding 150 km one way, an additional hourly rate of €50 per hour driven will be charged, unless otherwise agreed in writing.

Article 6. Payment and Collectiona. Upon signing the agreement, 50% of the agreed price shall be invoiced and must be paid prior to the first production day or within the stated payment term. The remaining 50% shall be invoiced upon delivery of the first version, payable within 30 days.b. If full payment is not received within the agreed term, the client shall be in default without further notice. A reminder will be sent, granting fourteen (14) days to settle the amount due. If payment remains outstanding thereafter, a first formal notice will be issued, incurring an additional €25. A second notice after another fourteen (14) days will add €75. Continued non-payment may result in the case being transferred to a collection agency, with all associated collection costs and statutory interest borne by the client.c. In the event of liquidation, suspension of payment, bankruptcy, administration, or attachment against the client, all claims of DOT.PRJCT B.V. become immediately due and payable.d. The client shall reimburse all judicial and extrajudicial collection costs, amounting to at least 15% of the total debt (including statutory commercial interest) with a minimum of €750, without prejudice to DOT.PRJCT B.V.’s right to claim the actual costs.e. Payments by the client will first be applied to costs, then interest, and finally to the oldest outstanding principal sum.Article 7. Complaintsa. Complaints regarding performance must be submitted in writing within ten (10) working days after delivery. Failure to do so results in the loss of all rights to claim remedies or compensation.b. DOT.PRJCT B.V. reserves the right to remedy defects by performing the work anew within a reasonable time. During such period, the client may not claim compensation or suspension.Article 8. Delivery Termsa. Delivery dates are indicative unless expressly agreed otherwise in writing.b. Exceeding a delivery term shall not constitute default. To place DOT.PRJCT B.V. in default, the client must issue a written notice in accordance with the Dutch Civil Code.Article 9. Promotiona. DOT.PRJCT B.V. reserves the right to use materials created for promotional and marketing purposes.Article 10. Liabilitya. DOT.PRJCT B.V. is not liable for indirect damages, including but not limited to loss of business, consequential damages, or loss of revenue or profit.b. DOT.PRJCT B.V. is not liable for damages caused by circumstances beyond its control, such as connection failures, equipment malfunctions, or third-party issues.c. DOT.PRJCT B.V. is not liable for consequences arising from the client’s use of products delivered or advice provided.d. If DOT.PRJCT B.V. is held liable, such liability is limited to the amount invoiced for the defective assignment, up to a maximum of €5,000.e. The client indemnifies DOT.PRJCT B.V. against all third-party claims arising from the client’s actions or omissions under the agreement.f. The client must immediately take measures, in consultation with DOT.PRJCT B.V., to mitigate any damages upon discovery.g. Any claim expires twelve (12) months after the date on which the damaging event occurred.h. The exclusions and limitations of liability do not apply in cases of intent or deliberate recklessness by DOT.PRJCT B.V. or its managing personnel.Article 11. Copyright and Intellectual Propertya. If the contractor uses materials provided by the client (e.g., software, photos, films, texts, sketches, logos, etc.), the client guarantees that DOT.PRJCT B.V. may use and reproduce these freely within the scope of the agreement and indemnifies DOT.PRJCT B.V. from all related third-party claims.b. All intellectual and industrial property rights in any works or products developed or delivered by DOT.PRJCT B.V. or third parties engaged by it remain their exclusive property, regardless of whether costs were charged to the client.c. DOT.PRJCT B.V. may credit itself and any third parties involved on or alongside the delivered materials. The client may not remove or omit such credits without prior written consent.d. DOT.PRJCT B.V. retains the right to publish or reproduce any works or parts thereof for its own promotional purposes.e. Only upon full payment of all contractual obligations does the client receive a non-exclusive, non-transferable license for use of the delivered intellectual property as agreed.f. Any additional or different use requires prior written consent from DOT.PRJCT B.V. and may be subject to further fees.g. The client may not register or file any intellectual property rights relating to DOT.PRJCT B.V.’s works without prior written consent.h. The client remains responsible for payment of any music, image, film, or related rights to the relevant collecting societies, unless expressly agreed otherwise in writing.i. Unless expressly agreed otherwise, DOT.PRJCT B.V. is not responsible for investigating the existence of third-party intellectual property rights.j. DOT.PRJCT B.V. accepts no liability for third-party claims arising from the client’s use of intellectual property.k. In the event of any infringement by the client of this Article, the client shall owe an immediate, non-remittable penalty of €100,000 per breach, plus €10,000 for each day the infringement continues, without prejudice to DOT.PRJCT B.V.’s right to claim full damages and/or surrender of profits.l. These provisions remain in effect after termination of the agreement.m. All recorded and produced footage remains the property of DOT.PRJCT B.V. Only the final agreed deliverable is provided to the client. Raw footage will not be released unless agreed otherwise in writing. Purchase of such material may be possible upon request. This policy safeguards the quality, creative integrity, and copyright of all productions, in accordance with the Dutch Copyright Act (Auteurswet, Articles 1 and 10).Article 12. Retention of Titlea. Notwithstanding intellectual property rights, ownership of all delivered products remains with DOT.PRJCT B.V. until the client has fully:- Paid all amounts due including interest and costs;
- Fulfilled all obligations related to performed or future work; and
- Settled all claims arising from non-performance of the agreement.b. Until full payment is made, the client must treat the delivered goods with due care, keep them identifiable as DOT.PRJCT B.V. property, and may not pledge, process, transfer, or hand them over to third parties.c. DOT.PRJCT B.V. retains a right of retention (retentierecht) on all items held on behalf of the client until full payment has been received.Article 13. Items Provided by the ClientDOT.PRJCT B.V. will safeguard any items entrusted by the client with the care of a prudent custodian.Article 14. Changes or Cancellationsa. DOT.PRJCT B.V. is entitled to charge for costs already incurred in the event of cancellation or rescheduling, including due to force majeure (e.g., bad weather, war, natural disasters, etc.).b. In case of cancellation or rescheduling, the client owes 25% of the quoted amount. Cancellations within 48 hours before commencement incur 100% of the total fee, unless otherwise agreed in writing.c. DOT.PRJCT B.V. reserves the right to reasonably reschedule appointments.d. Modifications to the assignment shall never result in a reduction of the agreed price.Article 15. Editing and Additional Worka. For projects involving editing, a two-version method applies: the first version is created according to the agreed script or structure; the client may provide feedback once, after which a final version is delivered. Any further revisions are considered additional work, charged at €125 per hour (excl. VAT).b. By accepting the assignment, the client agrees to the €125 hourly rate for additional work. This amount is non-negotiable. Personal taste or client errors shall not justify cancellation or price reduction.Article 16. Force MajeureCircumstances beyond the control of DOT.PRJCT B.V. — including strikes, illness, third-party default, transport disruptions, natural disasters, war, staff shortages, weather or water damage, power or internet outages, security incidents, government measures, fire, or accidents — shall release DOT.PRJCT B.V. from its obligations. In such cases, DOT.PRJCT B.V. may terminate the agreement in whole or in part.Article 17. Miscellaneousa. All agreements between DOT.PRJCT B.V. and the client are concluded with the exclusion of Articles 7:408(1), 7:407(2), and 7:404 of the Dutch Civil Code (Burgerlijk Wetboek).b. The client may not invoke any right of set-off, suspension, or discount.Article 18. Governing Law and Jurisdictiona. These General Terms and Conditions are governed exclusively by Dutch law.b. Any disputes arising between DOT.PRJCT B.V. and the client shall be submitted to the competent court of Rechtbank Oost-Brabant, located in ’s-Hertogenbosch, The Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.