General Terms and Conditions
These General Terms and Conditions apply to all quotations, offers, assignments, and agreements between Maren Bruin and the client.
1. Agreement, Quotation, and Confirmation
1.1
These General Terms and Conditions apply to all quotations, as well as to the formation, content, and execution of all agreements between the client and Maren Bruin (hereinafter referred to as “the designer”). Any deviations from these terms are only valid if agreed in writing by both parties.
1.2
All quotations are non-binding and valid for a period of one month, unless stated otherwise. Prices may be adjusted in the event of unforeseen changes to the scope or nature of the work. All prices are exclusive of VAT unless explicitly stated otherwise.
The rates and offers stated in a quotation do not automatically apply to future assignments. The client is responsible for providing complete, accurate, and timely information that forms the basis of the quotation.
1.3
An assignment is considered confirmed once the client has approved the quotation or proposal in writing, including by email. If the client does not formally confirm the assignment but allows the designer to begin work, the contents of the quotation shall be deemed accepted and these General Terms and Conditions shall apply in full.
Any additional verbal agreements are only binding if confirmed in writing by the designer.
2. Execution of the Agreement
2.1
The designer will carry out the assignment with due care, independence, and professional skill, while safeguarding the client’s interests to the best of her ability and striving for a useful and high-quality result.
2.2
The client shall do everything reasonably necessary to enable the designer to perform the assignment properly and on time. This includes providing all relevant information, materials, feedback, approvals, and input in a timely, complete, and clear manner.
2.3
Any deadline given by the designer is indicative unless explicitly agreed otherwise in writing. Delays caused by incomplete input, slow feedback, or other circumstances on the client’s side may affect the delivery schedule.
2.4
Unless otherwise agreed, the assignment does not include:
conducting technical, legal, or market testing
applying for permits or approvals
assessing whether the client’s instructions comply with laws, regulations, or industry standards
researching third-party rights, including copyright, trademark rights, design rights, patent rights, or portrait rights
investigating whether the result can be legally protected or registered in the client’s name
2.5
Before production, publication, or final implementation, both parties shall be given the opportunity to review and approve the final design, prototype, draft, or other final version of the work.
2.6
Minor deviations between the final result and what was originally agreed shall not constitute grounds for rejection, discount, compensation, or termination of the agreement, provided that such deviations are of minor significance in light of all circumstances.
2.7
Any complaints regarding the work must be submitted in writing as soon as possible, and no later than ten working days after completion of the assignment. If no complaint is submitted within this period, the client is deemed to have accepted the delivered work in full.
3. Engagement of Third Parties
3.1
Unless otherwise agreed, any third parties required for the execution of the assignment shall be engaged by or on behalf of the client. At the client’s request, the designer may act as an intermediary or authorized representative in dealings with such third parties, at the client’s expense and risk. Additional compensation may be agreed for this service.
3.2
If the designer provides an estimate of third-party costs, this estimate is indicative only. Upon request, the designer may obtain quotations from third parties on behalf of the client.
3.3
If the designer purchases goods or services from third parties in her own name and at her own expense for the purpose of the assignment, the terms and conditions of those suppliers shall apply to any warranties and liabilities.
3.4
If the designer gives instructions to manufacturers, printers, developers, or other third parties, whether in the client’s name or otherwise, the client must approve the relevant final artwork, prototype, or draft in writing before production or implementation takes place.
3.5
The client shall not engage third parties in a way that may affect the execution of the assignment without prior consultation with the designer. If necessary, both parties will discuss the roles of any additional contractors involved.
3.6
The designer is not liable for errors, delays, or defects in products or services provided by third parties engaged by or on behalf of the client, regardless of whether those third parties were recommended by the designer. The client must address such parties directly. The designer may assist if requested.
4. Intellectual Property and Ownership
4.1
All intellectual property rights relating to the results of the assignment, including but not limited to copyrights, design rights, trademark rights, and any other related rights, remain vested in the designer, unless otherwise agreed in writing.
4.2
The parties may agree in writing that specific intellectual property rights are transferred in whole or in part to the client. Any such transfer shall only take effect once expressly agreed in writing and after full payment of all amounts due. Until such transfer, the client receives only the usage rights described in Article 5.
4.3
The designer has the right to be credited in connection with the published or reproduced work in a manner customary to the type of project, unless otherwise agreed. The client may not remove or omit the designer’s name without prior permission where credit would normally be expected.
4.4
Unless otherwise agreed, all original materials created by the designer in the course of the assignment, such as sketches, drafts, concepts, illustrations, source files, mock-ups, and prototypes, remain the property of the designer, regardless of whether they have been delivered to the client.
4.5
After completion of the assignment, neither party is obliged to retain any source materials, data, files, or records unless otherwise agreed in writing.
5. Use of the Work
5.1
Once the client has fulfilled all obligations under the agreement, including full payment, the client obtains the right to use the final result in accordance with the agreed purpose. If no specific usage terms have been agreed, the right of use is limited to the purpose that is reasonably understood to have been intended at the time of the assignment.
5.2
If the work includes copyrighted material owned by third parties, the use of such material shall be subject to the applicable rights and licenses of those third parties. Additional agreements may be required.
5.3
The client may not alter, adapt, reuse, or exploit the result beyond the agreed scope, nor allow third parties to do so, without the prior written consent of the designer.
5.4
If the client makes unauthorized changes to the work, or uses the work outside the agreed scope, the designer shall be entitled to compensation of at least three times the agreed design fee, or to another reasonable compensation proportionate to the nature and extent of the infringement.
5.5
If the agreement is terminated prematurely due to circumstances attributable to the client, or in the event of bankruptcy, suspension of payment, or liquidation of the client’s business, any granted rights of use shall lapse unless otherwise agreed in writing.
5.6
The designer has the right to use the work for self-promotion, portfolio presentation, social media, exhibitions, publications, competitions, and awards, taking reasonable account of the client’s legitimate interests.
6. Payment
6.1
A 50% upfront payment is required to start the project. Work will begin once this payment has been received.
6.2
The remaining 50% balance is due upon completion of the project and before final delivery of the finished files, unless otherwise agreed in writing.
6.3
If the client fails to pay on time, the client shall be in default by operation of law and the designer shall be entitled to suspend work or withhold final delivery until full payment has been received.
6.4
Any additional costs arising from late payment, including statutory interest and reasonable collection costs, shall be borne by the client.
7. Cancellation and Suspension
7.1
If the client cancels the assignment after confirmation, the designer is entitled to invoice all work completed up to that point, as well as any costs already incurred and any commitments made to third parties.
7.2
If an assignment is suspended or delayed by the client, the designer reserves the right to adjust the schedule and invoice for work already completed.
8. Liability
8.1
The designer shall only be liable for direct damage resulting from an attributable shortcoming in the execution of the agreement, and only up to the amount of the fee charged for the relevant part of the assignment, or at least to the amount covered by any applicable insurance.
8.2
The designer is not liable for indirect damage, consequential damage, loss of profit, loss of data, reputational damage, or claims of third parties resulting from the use of the delivered work.
8.3
The client is responsible for thoroughly checking the final files, texts, and outputs before production, publication, or implementation.
9. Governing Law and Disputes
9.1
All agreements between the client and Maren Bruin are governed exclusively by Dutch law.
9.2
Any disputes shall be submitted to the competent court in the Netherlands, unless mandatory law provides otherwise.
Maren Bruin
Arnhem, The Netherlands
www.marenbruin.nl