Terms and Conditions
1. Agreement, quotation and applicability
1.1 These general terms and conditions apply to all quotations, assignments and agreements between Tò Mò (hereinafter: the contractor) and the client.
1.2 Deviations from these general terms and conditions are only valid if agreed upon in writing.
1.3 Quotations are non-binding and valid for a period of two months, unless stated otherwise. All price quotations are exclusive of VAT, unless explicitly stated otherwise.
1.4 An agreement is concluded upon written confirmation by the client, or at the moment the contractor commences execution of the assignment with the consent of the client.
2. Execution of the assignment
2.1 The contractor shall perform the assignment with due care, independently and to the best of its knowledge and ability, observing the professional standards customary in the cultural sector.
2.2 The contractor undertakes to deliver a result that is usable for the client, while retaining substantive and methodological autonomy.
2.3 Stated deadlines are indicative, unless explicitly agreed otherwise.
2.4 Deviations from the agreed result that are of minor significance given the nature of the assignment do not constitute grounds for rejection, compensation or termination.
3. Cooperation of the client
3.1 The client is responsible for the timely and complete provision of all information, materials and decisions necessary for the proper execution of the assignment.
3.2 If delays or additional work arise due to the failure or late fulfilment of these obligations, the contractor is entitled to compensation for the resulting costs and/or additional work.
4. Engagement of third parties
4.1 If the contractor engages third parties at the request of the client, this shall be at the expense and risk of the client.
4.2 The contractor is not liable for shortcomings of engaged third parties, except in cases of intent or deliberate recklessness.
5. Intellectual property
5.1 All intellectual property rights relating to works, methods, advice, concepts and materials developed in the context of the assignment remain vested in the contractor, unless otherwise agreed in writing.
5.2 After full payment, the client obtains a right of use of the substantive result in accordance with the agreed purpose.
5.3 Transfer of intellectual property rights shall only take place if explicitly agreed upon in writing.
5.4 The contractor at all times retains the intellectual property rights to developed working methods, approaches, processes and acquired knowledge. The contractor is entitled to use, disclose and publish these freely for knowledge sharing and professional profiling, regardless of the outcome or termination of the assignment.
6. Fees and costs
6.1 or the execution of the assignment, the client owes the fee as agreed in the quotation or agreement.
6.2 In addition to the fee, reasonably incurred expenses are eligible for reimbursement.
6.3 Additional work resulting from changed circumstances or additional requests shall be charged separately.
7. Payment
7.1 Invoices must be paid within 30 days of the invoice date.
7.2 If the payment term is exceeded, the client is legally in default and owes statutory interest and extrajudicial collection costs.
7.3 The contractor is entitled to suspend execution of the assignment in the event of non-payment.
8. Termination and cancellation
8.1 The client may terminate the agreement prematurely, subject to payment for work performed and costs incurred up to that point.
8.2 In the event of premature termination, the client is also liable for compensation of at least 30% of the remaining fee, unless otherwise agreed.
8.3 For ongoing agreements, a notice period of at least three months applies.
9. Liability
9.1 The contractor is only liable for direct damage resulting from an attributable failure.
9.2 Liability is limited to the amount of the agreed fee for the assignment, with a maximum of €75,000.
9.3 Liability for indirect damage is excluded.
10. Confidentiality
10.1 The parties are obliged to maintain confidentiality regarding all confidential information obtained in the context of the assignment.
10.2 If the contractor processes personal data in the execution of the assignment, this shall be done in accordance with the General Data Protection Regulation (GDPR) and other applicable privacy legislation.
10.3 The contractor processes personal data only insofar as necessary for the execution of the assignment and does not retain such data longer than strictly necessary.
11. Final provisions
11.1 Dutch law applies to these general terms and conditions.
11.2 Disputes shall initially be resolved through mutual consultation. If this does not lead to a solution, the dispute shall be submitted to the competent court in the district where the contractor is established.
11.3 If any provision proves to be null or voidable, the remaining provisions shall remain in full force and effect.
