Definitions

1. Vetpot Video: Vetpot Video., established in Rotterdam, Chamber of Commerce no. 91826004.

2. Client: the party which Vetpot Video has entered into an agreement with.

3. Parties: Vetpot Video and client together.

Applicability

1. Dutch law is exclusively applicable to all agreements between the parties.

2. These terms and conditions will apply to any written form of agreement, including but not limited to, all quotations, offers, activities, orders, agreements, contracts and deliveries of services or products by or on behalf of Vetpot Video, and on any agreements resulting from it.

3. These general terms and conditions also apply to agreements with Vetpot Video in which third parties are involved.

4. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.

5. Vetpot Video expressly excludes the applicability of supplementary and/or deviating general terms and conditions of the client or of third parties.

6. The client cannot transfer its rights deferring from an agreement with Vetpot Video to third parties without the prior written consent of Vetpot Video.

Offers and quotations

1. Offers and quotations from Vetpot Video are without engagement, unless expressly stated otherwise.

2. An offer or quotation is valid for a maximum period of 4 weeks from its date, unless another acceptance period is stated in the offer or quotation.

3. Offers and quotations do not apply to repeated orders, unless the parties have agreed upon this explicitly and in writing.

4. Offers and quotations made by Vetpot Video are based on information provided by the client. Client guarantees its accuracy and completeness.

5. Offers and quotations must be confirmed by the client in writing. Should the client fail to do so, but nevertheless agree to Vetpot Video commencing to carry out the assignment described in the offer, the contents of the quotation will be deemed agreed upon.

6. Verbal acceptance of the client only commits Vetpot Video after the client has confirmed this in writing.

7. Verbal agreements and stipulations only bind Vetpot Video after they have been confirmed in writing by Vetpot Video.Upon acceptance of a quotation or offer, Vetpot Video reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the client.

8. If the client does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.

Prices

1. Vetpot Video is entitled to a fee for carrying out the assignment and a usage fee for the use of copyrighted work created by them. If no specific amount has been agreed upon, Vetpot Video will charge the usual daily rate and the usual usage fee.

2. Prices, fees and discounts stated in the quotation or the agreement apply only to the assignment for which these have been agreed.

3. All prices used by Vetpot Video are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.

4. Vetpot Video has the right to adjust prices annually.

5. The parties agree on a total price for a service provided by Vetpot Video. This is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.

6. Vetpot Video is entitled to deviate up to 10% of the target price. 

7. If the target price exceeds 10%, Vetpot Video must let the client know in due time why a higher price is justified. 

8. If the target price exceeds 10%, the client has the right to cancel the part of the order that exceeds the target price by 10%.

9. Vetpot Video will communicate price adjustments to the client prior to the moment the price increase becomes effective.

Duration and termination

1. The agreement is entered into for an indefinite period, unless otherwise agreed or the nature of the agreement indicates otherwise.

2. If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.

3. If the client wishes to shorten the delivery time of an order, Vetpot Video shall be entitled to reasonably increase the agreed price.

4. Termination of the agreement can only be done in writing.

5. Vetpot Video has the right to dissolve the agreement with the client, if the client does not fully or timely fulfill their obligations under the agreement, or if circumstances give Vetpot Video good grounds to fear that the client will not be able to fulfill their obligations properly. 

6. If the agreement is dissolved by Vetpot Video due to an attributable failure by the client to fulfill the agreement, the client shall, in addition to damages, pay the fee and costs incurred in relation to the work performed until then. For this purpose, conduct by the client on the grounds of which Vetpot Video can no longer reasonably be required to complete the assignment shall also be considered an attributable failure.

7. Upon termination of an agreement by the client, Vetpot Video shall be entitled to full payment of the agreed fee for the work performed up to that time, full reimbursement of costs incurred and compensation for damages, unless there is an attributable failure by Vetpot Video.

8. The damages referred to in Articles 5.6 and 5.7 shall comprise at least the costs of commitments that Vetpot Video has entered into with third parties for the performance of the assignment, as well as at least 30% of the remaining fee that the client would have owed Vetpot Video if the assignment had been fully completed.

9. In case of bankruptcy, suspension of payments and/or application of the Debt Rescheduling Act for Natural Persons (Wsnp), the parties will be entitled to immediately dissolve the agreement in whole or in part.

10. If the client is placed under guardianship or their business is shut down or liquidated, Vetpot Video will be entitled to immediately dissolve the agreement in whole or in part.

11. The client has the right to dissolve the agreement if Vetpot Video imputably fails in the fulfillment of their obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance. 

12. If the fulfillment of the obligations by Vetpot Video is not permanent or temporarily impossible, dissolution can only take place after Vetpot Video is in default.

Payment

1. If Vetpot Video enters into an agreement with several clients, each of them shall be jointly and severally liable for the full amounts due to Vetpot Video under that agreement.

2. Vetpot Video may, upon acceptance of a quotation or offer, require a down payment of up to 50% of the agreed amount.

3. Vetpot Video reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.

4. Payments shall be made within 2 weeks of invoice date, unless the invoice states otherwise.

5. The client is not entitled to suspension, deduction or settlement.

6. Payment of fees is not dependent on the outcome of the work, unless otherwise agreed.

7. Payment terms are considered as fatal payment terms. This means that if the client has not paid the agreed amount at the latest on the last day of the payment term, they are legally in default, without Vetpot Video having to send the client a reminder or to put him in default. 

8. If the client does not pay within the agreed term, Vetpot Video is entitled to charge an interest of 8% per month for commercial transactions from the day the client is in default, whereby a part of a month is counted for a whole month.

9. When the client is in default, they are also due to extrajudicial collection costs and may be obliged to pay any compensation to Vetpot Video.

10. If the client does not pay on time, Vetpot Video may suspend its obligations until the client has met their payment obligation.

11. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the client, the claims of Vetpot Video on the client are immediately due and payable.

12. If the client refuses to cooperate with the performance of the agreement by Vetpot Video, they are still obliged to pay the agreed price to Vetpot Video.

13. The client waives their right to settle any debt to Vetpot Video with any claim on Vetpot Video.

Performance of the agreement

1. Vetpot Video executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

2. Any obligations arising from the agreement only contain best-effort obligations for Vetpot Video, not obligations of results.

3. Vetpot Video will determine the manner in which the assignment will be carried out. The work will be performed at its own discretion and without the supervision or direction of the client, however directions and instructions given by the client regarding the result of the assignment will be followed to the greatest extent possible.

4. Any deadline specified by Vetpot Video for completion of the work is indicative in nature, unless the nature or content of the agreement indicates otherwise. The client shall give written notice of default to Vetpot Video in the event that the specified period is exceeded.

5. Vetpot Video has the right to have the agreed services (partially) performed by third parties.

6. If in the execution of the assignment Vetpot Video procures goods or services from third parties, after which such goods or services are passed on to the client, the provisions of the general terms and conditions of the supplier with respect to the quality, quantity, capacity and delivery of such goods or services will also apply towards the client.

7. Given the technical complexity and variety of computer technology, Vetpot Video will not be liable for any interruptions or delays due to malfunctions or data loss, and makes no express or implied warranty of its performance.

8. A delay in the delivery of products or services by Vetpot Video may not give rise to cancellation of the agreement and/or rescission of these terms and conditions, nor to payment of compensation, unless the exceeding of the delivery time is due to gross negligence of Vetpot Video. In which case, Vetpot Video's liability shall be limited to no more than the amount for which the order was given.

9. If, in the execution of the agreement, the client makes requests which are not included in the agreement, any additional work incurred as a result of this, will be charged separately based on Vetpot Video's customary fee rates.

10. The client undertakes to adequately insure and keep insured goods being property of Vetpot Video that are present at the premises of the client, against damage as well as theft.

11. If Vetpot Video is unable to fulfill its obligations under the agreement, in a proper or timely manner due to force majeure as referred to in Section 6:75 of the Dutch Civil Code, such obligations will be suspended until Vetpot Video is able to fulfill them in the agreed manner.

Duty to inform

1. It is the responsibility of the client that Vetpot Video can start the implementation of the agreement on time.

2. The client waives the right to suspend the fulfillment of any obligation arising from this agreement.

3. The client shall make available to Vetpot Video all information, data and documents relevant to the correct execution of the agreement in time and in the desired format and manner.

4. The client guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement. 

5. If and insofar as the client requests this, Vetpot Video will return the relevant documents. 

6. If the client does not timely and properly provide the information, data, documents or other elements reasonably required by Vetpot Video and the execution of the agreement is delayed because of this, the agreed deadlines may be extended. The resulting additional costs of this delay will be charged to the client.

Feedback and amendments

1. The execution of the agreement, unless otherwise agreed, is divided into two main phases: the design phase and the production phase. Execution of the agreement can not move on to the next phase without the current phase being approved by the client in writing.

2. The client must examine a product or service provided by Vetpot Video as soon as possible for possible shortcomings or matters not to the satisfaction of the client, within the limits of what was agreed upon, that are to be corrected by Vetpot Video.

3. The client gives a detailed description as possible of the shortcomings, so that Vetpot Video is able to respond adequately, and implement the changes requested by the client in a satisfactory way.

4. Unless otherwise agreed, the agreement includes 1 round of amendments, as referred to in articles 9.2 and 9.3, for each phase. If the client requests Vetpot Video to make additional amendments, any additional work incurred as a result of this, will be charged separately based on Vetpot Video's customary fee rates.

5. If the client requests amendments to a deliverable that is part of an already approved phase, the production must be rolled back to the requested phase. Any additional work incurred as a result of this rollback, will be charged separately based on Vetpot Video's customary fee rates.

6. One month after the final delivery has been approved by the customer, the amendment round(s) described in article 9.4 can no longer be invoked. In this case the request(s) of the client are not considered part of the agreement and the parties must come to a new agreement for their implementation.

Intellectual property 

1. Vetpot Video retains all intellectual property rights (including copyright, patent rights, trademark rights, design and design rights, etc.) on all designs, images, video footage, writings, data carriers or other information, quotations, sketches, models, scale models, etc., unless parties have agreed otherwise in writing.

2. If intellectual property rights can only be obtained by filing or registration, Vetpot Video is exclusively authorized to do so, unless otherwise agreed in writing.

3. The client may not copy or have copied the intellectual property rights without prior written permission from Vetpot Video, nor show them to third parties and / or make them available or use them in any other way.

4. Permission to use work to which an intellectual property right is vested will only be granted in writing and in advance in the form of a license as described in nature and scope by Vetpot Video in the quotation and/or order confirmation. If the scope of the license is not specified, it shall never include more than the manner of use that reasonably follows from the agreement and the agreed fee.

5. The right to any use of a work or of an idea that has come to the client's knowledge during the formation of or during the course of the agreement, and that has not been agreed upon and/or is not covered by intellectual property rights, rests with Vetpot Video.

6. client is not authorized to grant sub licenses to third parties, unless otherwise agreed upon.

7. Vetpot Video indemnifies the client for infringements of intellectual property rights of third parties.

8. Without the written consent of Vetpot Video, the client is not entitled to use the end product more extensively or in a different manner than agreed upon. 

9. Unless otherwise agreed, the client is not permitted to make, or cause to be made, any changes to the preliminary or final product without the written consent of Vetpot Video. If Vetpot Video observes changes, mutilation or impairment of the preliminary or final product without having granted permission, Vetpot Video reserves the right to sell the rights to the client, or demand restoration to its original state.

10. Vetpot Video warrants that the deliverables were designed by or on behalf of Vetpot Video and that, if the design is copyrighted, Vetpot Video is deemed to be the creator within the meaning of the Copyright Act and may dispose of the work as the copyright owner.

Confidentiality

1. The client keeps any information they receive (in whatever form) from Vetpot Video confidential.

2. The same applies to all other information concerning Vetpot Video of which they know or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to Vetpot Video.

3. The client takes all necessary measures to ensure that they keep the information referred to in Articles 11.1 and 11.2 secret.

4. Vetpot Video is free to share information it has received from the client with third parties they have involved in the performance of the arrangement if it is relevant to the execution of the agreement, unless explicitly prohibited by the client in writing.

5. The obligation of secrecy described in this article does not apply to information which was already made public before the client heard this information or which later became public without being the result of a violation of the client's duty to confidentiality, or which is made public by the client due to a legal obligation.

6. Vetpot Video is free, subject to the reasonable interests of the client, to use the results of the assignment for its own promotion and publicity.

Liability

1. Vetpot Video is only liable for any direct damage the client suffers if and insofar as this damage is caused by intent or gross negligence.

2. Apart from the liability referred to in article 12.1, Vetpot Video is never liable in any way for (indirect) damages, such as consequential loss, lost profit, lost savings towards the client and/or third parties, regardless of the (legal) grounds on which this could be based.

3. The client must provide any notice of liability or default to Vetpot Video in writing.

4. It is the responsibility of the client, within the bounds of propriety, that a notice of default actually reaches Vetpot Video (in time).

5. Every right of the client to compensation from Vetpot Video shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 Dutch Civil Code.

6. If Vetpot Video is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.

7. If Vetpot Video is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to (part of) the invoice to which the liability relates. Any further liability is expressly excluded by Vetpot Video.

8. client indemnifies Vetpot Video, or parties engaged in the assignment by Vetpot Video, against all claims of third parties in connection with the agreement entered into between Vetpot Video and client.

9. The client indemnifies Vetpot Video against claims relating to intellectual property rights to materials or data provided by the client and used in the performance of the assignment.

10. The limitations of liability set forth in Article 12 do not apply in the event of intent or deliberate negligence on the part of Vetpot Video.

Other provisions

1. Vetpot Video is entitled to amend or supplement these general terms and conditions. 

2. Changes of minor importance can be made at any time. 

3. Major changes in content will be discussed by Vetpot Video with the client in advance as much as possible.

4. The client is entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.

5. If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions. 

6. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Vetpot Video had in mind when drafting the conditions on that issue.

7. Parties shall attempt to resolve disputes relating to these general terms and conditions and the underlying agreement(s) among themselves in the first instance.

8. Should the parties fail to reach a mutual agreement, the dispute shall be settled by the competent court in the Netherlands.

9. The Dutch court in the district where Vetpot Video is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.