The work of Studio BC is carried out and delivered in accordance with the conditions below.

1. Agreement, quotation and confirmation
   1. These general terms and conditions (hereinafter: General Terms and Conditions) apply to all quotations and the creation, content and fulfilment of all agreements concluded between the client and Studio BC. Deviations from these General Terms and Conditions can only be agreed in writing between the client and Studio BC.
   2. Quotations are without obligation and are valid for 1 month. Price quotes may be subject to changes due to an unforeseen change in the work. Prices are exclusive of VAT. The rates and offers stated do not automatically apply to future assignments. The client guarantees the correctness and completeness of the information provided by or on behalf of him/her to Studio BC on which Studio BC bases the quotation.
   3. Assignments are confirmed in writing by the client. If the client fails to do so, but nevertheless agrees that Studio BC starts carrying out the assignment, the content of the quotation will be deemed to have been agreed and these General Terms and Conditions will apply. Additional verbal agreements and stipulations will only be binding on Studio BC after they have been confirmed in writing by Studio BC.
2. The execution of the agreement
   1. Studio BC will make every effort to carry out the assignment carefully and independently, to promote the interests of the client to the best of its knowledge and to strive for a result that is useful to the client, as can and may be expected from reasonable and professional Studio BC. To the extent necessary, Studio BC will keep the client informed of the progress of the work.
   2. The client shall do everything that is reasonably necessary or desirable to enable timely and correct delivery by Studio BC, such as the timely delivery of complete, sound and clear data or materials, of which Studio BC indicates or of which the client understands or should reasonably understand that these are necessary for the performance of the agreement.
   3. A term specified by Studio BC for the execution of the assignment is indicative, unless otherwise agreed in writing.
   4. Unless otherwise agreed, the following are not part of Studio BC’s assignment:
      1. conducting tests, applying for permits and assessing whether the client’s instructions comply with legal or quality standards;
      2. conducting research into the existence of rights, including patent rights, trademark rights, design rights, copyrights or portrait rights of third parties;
      3. conducting research into the possibility of the possible forms of protection referred to in sub b. for the client.
   5. Before proceeding with implementation, production, reproduction or publication, the parties shall give each other the opportunity to check and approve the final models, prototypes or samples of the result.
   6. Deviations in the (final) result compared to what was agreed are not grounds for rejection, discount, compensation or termination of the agreement, if these deviations, taking all circumstances into account, are reasonably of minor importance.
   7. Complaints must be communicated to Studio BC in writing as soon as possible, but in any case within ten working days after completion of the assignment, failing which the client will be deemed to have fully accepted the result of the assignment.
3. Enabling third parties
   1. Unless otherwise agreed, assignments to third parties in the context of the execution of the assignment are given by or on behalf of the client. At the request of the client, Studio BC can act as an authorized representative, at the expense and risk of the client. The parties can agree on a fee to be agreed upon for this.
   2. When Studio BC draws up an estimate for third-party costs at the request of the client, this estimate is indicative. If desired, Studio BC can request quotes on behalf of the client.
   3. If, in the execution of the assignment, Studio BC, in accordance with an express agreement, purchases goods or services from third parties for its own account and risk, after which these goods or services are passed on to the client, the provisions of the general terms and conditions of and/or separate agreements with the supplier with regard to the guarantee and liability also apply to the client.
   4. If Studio BC, whether or not in the name of the client, issues orders or instructions to production companies or other third parties, the client will, at the request of Studio BC, confirm in writing the approval referred to in Article 2.5 of these General Terms and Conditions.
   5. The client shall not engage third parties without consulting Studio BC if this could affect the execution of the assignment as agreed with Studio BC. Parties shall consult in the event which other Studio BC shall be engaged and which activities shall be assigned to them.
   6. Studio BC is not liable for errors or defects in products or services of third parties engaged by or on behalf of the client, regardless of whether they were introduced by Studio BC. The client must contact these parties themselves. Studio BC can provide assistance in this regard if desired.
4. Intellectual property rights and proprietary rights
   1. All intellectual property rights arising from the assignment – including patent rights, trademark rights, drawing or model rights and copyright – on the results of the assignment belong to Studio BC. Insofar as such a right can only be obtained by means of a deposit or registration, only Studio BC is authorised to do so, unless otherwise agreed.
   2. Parties may agree that the rights referred to in the first paragraph will be transferred to the client in whole or in part. This transfer and any conditions under which the transfer takes place will always be recorded in writing. Until the moment of transfer, a right of use will be granted as regulated in article 5 of these General Terms and Conditions.
   3. Studio BC has the right at all times to mention or remove its name on, with or in publicity surrounding the result of the assignment – in the manner customary for that result. The client is not permitted to publish or reproduce the result without mentioning the name of Studio BC without prior permission from Studio BC.
   4. Unless otherwise agreed, the (originals of the) results (such as designs, design sketches, concepts, advice, reports, budgets, estimates, specifications, working drawings, illustrations, photos, prototypes, models, molds, (partial) products, films, (audio and video) presentations, source codes and other materials or (electronic) files, etc.) created by Studio BC within the framework of the assignment shall remain the property of Studio BC, regardless of whether they have been made available to the client or to third parties.
   5. After completion of the assignment, neither the client nor Studio BC have any obligation to retain the materials and data used, unless otherwise agreed.
5. Use of the result
   1. When the client fully complies with his obligations under the agreement with Studio BC, he obtains the right to use the result of the assignment in accordance with the agreed destination. If no agreements have been made about the destination, the right of use remains limited to that use for which the assignment was (apparently) issued. The right of use is exclusive, unless otherwise follows from the nature of the agreement or otherwise agreed.
   2. If the result also relates to works that are subject to third-party rights, the parties will make additional agreements on how the use of these works will be regulated.
   3. Without written permission, the client is not entitled to adapt the result of the assignment, to use it more extensively or in a different way or to execute it than agreed, or to have this done by third parties. Studio BC may attach conditions to this permission, including the payment of a fair compensation.
   4. In the event of non-agreed, broader or different use, including modification, mutilation or infringement of the provisional or final result, Studio BC is entitled to compensation for infringement of its rights of at least three times the agreed fee, or at least compensation that is reasonably and fairly proportionate to the infringement committed, without losing any other right.
   5. The client is no longer permitted to use the results made available and any right of use granted to the client in the context of the assignment shall lapse, unless the consequences thereof are contrary to reasonableness and fairness:
      1. from the moment that the client fails to meet his (payment) obligations under the agreement or fails to meet them in full or is otherwise in default;
      2. if the assignment is terminated prematurely for reasons stated in article 8.1 of these General Terms and Conditions;
      3. in the event of bankruptcy of the client, unless the relevant rights have been transferred to the client in accordance with Article 4.2 of these General Terms and Conditions.
   6. Studio BC has the freedom, taking into account the interests of the client, to use the results for its own publicity, acquisition of assignments, promotion, including competitions and exhibitions, etc., and to obtain them on loan, when it concerns physical results.
6. Fees and costs
   1. Studio BC is entitled to a fee for carrying out the assignment. This may consist of an hourly rate, a consultancy fee, a fixed amount, whether or not related to the project sum or any other fee to be agreed between the parties.
   2. In addition to the agreed fee, the costs incurred by Studio BC for the execution of the assignment, such as office, travel and accommodation costs, costs for prints, copies, (print) proofs, prototypes, and costs of third parties for advice, production and guidance, etc., are also eligible for reimbursement. These costs are specified in advance as much as possible, except when a surcharge percentage is agreed.
   3. If Studio BC is forced to perform more or other work due to the late or non-delivery of complete, sound and clear data/materials, due to a changed or incorrect order or briefing, or due to external circumstances, this work will be remunerated separately, based on the rates normally charged by Studio BC. Studio BC will inform the client of this in advance, unless this is not possible due to circumstances or the nature of the work does not allow for postponement.
   4. If the execution of the assignment is delayed or interrupted by circumstances that cannot be attributed to Studio BC, the client is obliged to reimburse any costs that this entails. Studio BC will try to limit the costs as much as possible.
7. Payment and suspension
   1. All payments must be made without deduction, offset or suspension, within 30 days of the invoice date, unless otherwise agreed in writing or the invoice states otherwise.
   2. All items delivered to the client remain the property of Studio BC until all amounts owed by the client to Studio BC under the agreement concluded between the parties have been paid in full to Studio BC.
   3. If the client is in default with the full or partial payment of the amounts due, the client shall owe statutory interest and extrajudicial collection costs, which shall amount to at least 10% of the invoice amount with a minimum of € 150 excluding VAT.
   4. Studio BC ensures timely invoicing. In consultation with the client, Studio BC may charge agreed fees and costs as an advance, interim or periodic.
   5. Studio BC may suspend the execution of the assignment after the payment term has expired and the client fails to pay within 14 days after having been reminded in writing to do so, or if Studio BC must understand from a statement or conduct of the client that payment will not be made.
8. Termination and cancellation of the agreement
   1. If the client terminates the agreement without any culpable failure on the part of Studio BC, or if Studio BC terminates the agreement due to an attributable failure in the performance of the agreement by the client, the client shall be liable for damages in addition to the fee and the costs incurred in relation to the work carried out up to that point.
   2. The compensation referred to in the previous paragraph includes at least the costs arising from the obligations entered into by Studio BC in its own name with third parties for the fulfilment of the assignment, as well as at least 30% of the remaining part of the fee that the client would owe if the assignment were fully completed.
   3. Both Studio BC and the client have the right to immediately terminate the agreement in whole or in part, and all amounts due become immediately due and payable, if a request for bankruptcy, (provisional) suspension of payments or debt restructuring is filed with respect to the other party.
   4. If the work of Studio BC consists of repeatedly performing similar work, then a long-term agreement is involved, unless otherwise agreed in writing. This agreement can only be terminated by written notice with due observance of a reasonable notice period of at least three months, during which period the client will continue to purchase the usual amount of work from Studio BC, or will compensate financially.
9. Warranties and Indemnities
   1. Studio BC guarantees that the delivered work has been designed by or on behalf of him/her and that, if the result is copyrighted, he/she is considered the creator within the meaning of the Copyright Act and can dispose of the work as the copyright holder. Studio BC guarantees that the result of the assignment at the time of its creation, as far as he/she knows or reasonably should know, does not infringe the rights of third parties or is otherwise unlawful.
   2. When the client uses the results of the assignment, the client indemnifies Studio BC or third parties engaged by Studio BC for the assignment from all claims from third parties arising from the applications or use of the result of the assignment. This does not affect Studio BC’s liability towards the client for non-compliance with the guarantees as referred to in the previous paragraph and other liability as referred to in article 10 of these General Terms and Conditions.
   3. The client indemnifies Studio BC against claims relating to intellectual property rights on all materials and/or data provided by the client, which are used in the execution of the assignment.
10. Liability
    1. In the event of an attributable shortcoming, Studio BC must first be notified of default in writing, with a reasonable period to still fulfil its obligations, or to correct any errors or to limit or eliminate damage.
    2. Studio BC is solely liable to the client for direct damage attributable to Studio BC. Studio BC is not liable for indirect damage, including consequential damage, lost profit, lost savings, mutilated or lost data or materials, or damage due to business stagnation.
    3. Except in the case of intent or deliberate recklessness of Studio BC, the liability of Studio BC is limited to the fee of Studio BC for the assignment, or at least that part of the assignment to which the liability relates. This amount is not higher than €75,000 and in any case at all times limited to a maximum of the amount that the insurer pays to Studio BC in the event in question. The amount for which Studio BC is liable in the event in question is reduced by any sums insured by the client.
    4. Any liability shall lapse after two years from the moment the assignment has ended by completion, cancellation or dissolution.
11. Other provisions
    1. If the client wishes to simultaneously give the same assignment to parties other than Studio BC or has already given the assignment to someone else, he will inform Studio BC of this, stating the names of these others.
    2. The client is not permitted to transfer any right arising from an agreement concluded with Studio BC to third parties, other than in the event of transfer of his entire company or with the written permission of Studio BC.
    3. Parties are obliged to maintain confidentiality of all confidential information, facts and circumstances that come to the attention of the other party in the context of the assignment, from each other or from other sources, of which it can reasonably be understood that publication or communication to third parties could cause damage to Studio BC or the client. Third parties involved in the execution of the assignment will be bound to the same confidential treatment with regard to these facts and circumstances originating from the other party.
    4. If any provision of these General Terms and Conditions is void or annulled, the other provisions of these General Terms and Conditions will remain in full force. In that case, the parties will consult with each other with the aim of agreeing on new provisions to replace the void or annulled provisions, whereby the purpose and scope of the void or annulled provisions will be taken into account as much as possible.
    5. The headings in these General Terms and Conditions are for ease of reference only and do not form part of these General Terms and Conditions.
    6. The agreement between Studio BC and the client is subject to Dutch law. The parties will initially attempt to resolve any dispute that has arisen by mutual agreement. Unless the parties have expressly agreed to arbitration in writing, the court with jurisdiction according to the law, or the court in the district where Studio BC is established, at the discretion of Studio BC, will take cognizance of disputes between Studio BC and the client.