General Terms and Conditions Rosa van Ederen
Article 1. General
1.1 In these General Terms and Conditions, the following definitions shall have the following meanings:
(a) General Terms and Conditions: these general terms and conditions of Rosa van Ederen.
(b) Copyright Act: the Dutch Copyright Act 1912 (Auteurswet 1912).
(c) Services: all products and/or services provided by Rosa van Ederen and/or third parties engaged by her to the Client, as well as all other activities of whatever nature performed by Rosa van Ederen for the benefit of the Client in the context of an Agreement.
(d) Photographic Work: photographic works as referred to in Article 10 paragraph 1 sub 9 of the Copyright Act, as well as other works within the meaning of the Copyright Act that can be equated with such photographic works (including video).
(e) Rosa van Ederen: the sole proprietorship of R.B. van Ederen, established in Amsterdam, registered with the Dutch Chamber of Commerce under number 34354022, operating in the fields of photography, project management, coordination and services for performing arts and culture. Rosa van Ederen can be contacted by email at [email protected] and/or [email protected], via the website www.rosavanederen.nl, or by telephone at +31 6 24772962.
(f) Quotation: any offer made by Rosa van Ederen to provide Services.
(g) Assignment: the Assignment to provide Services agreed orally, in writing or by email between the Client and Rosa van Ederen.
(h) Client: the natural person or legal entity, or a partnership of natural and/or legal persons, or the intermediary or representative acting on their behalf, that makes use of the Services of Rosa van Ederen or has received a Quotation for such Services.
(i) Agreement: the legal relationship between the Client and Rosa van Ederen.
(j) Private Client: a natural person acting for purposes outside their trade, business or profession, referred to in law as a consumer.
(k) Party/Parties: Rosa van Ederen and the Client jointly or individually.
(l) In Writing: both traditional written communication and digital communication stored on a durable data carrier, including email correspondence.
Article 2. Applicability
2.1 These General Terms and Conditions apply to all Agreements concluded between Rosa van Ederen and the Client, as well as to every offer, every Quotation and all Services and/or activities provided by Rosa van Ederen.
2.2 Deviations from these General Terms and Conditions shall only be valid if expressly agreed upon in writing with Rosa van Ederen.
2.3 Not only Rosa van Ederen, but also all natural and legal persons directly or indirectly involved by Rosa van Ederen in the Assignment may invoke these General Terms and Conditions.
2.4 The applicability of any terms and conditions of the Client is expressly excluded.
2.5 The invalidity or nullity of one or more provisions of these General Terms and Conditions shall not affect the validity of the remaining provisions. In such a case, the Parties shall consult with each other to agree on a replacement provision that most closely reflects the purpose and intent of the original provision.
2.6 Rosa van Ederen reserves the right to amend or supplement these General Terms and Conditions.
Article 3. Quotations and Agreement
3.1 Each Quotation issued by Rosa van Ederen is without obligation and valid for a period of thirty (30) days from the date of issue, unless expressly stated otherwise. After expiry of this period, the Quotation shall lapse and no rights may be derived from it.
3.2 Quotations are based on information provided by the prospective Client.
3.3 Obvious errors or mistakes in brochures, folders, publications, images, Quotations, order confirmations and data stated on the Website shall not bind Rosa van Ederen.
3.4 Quotations are accompanied—either in writing or electronically—by a copy of these General Terms and Conditions.
3.5 Quotations do not automatically apply to future assignments.
3.6 An Agreement is concluded at the moment an order confirmation is provided by Rosa van Ederen to the Client in any form, or if the Client clearly accepts the Quotation or allows the execution of the Assignment to commence.
3.7 A composite price quotation does not oblige Rosa van Ederen to perform part of the Assignment at a proportional part of the stated price.
3.8 If during the execution of the Agreement it appears that it is necessary to amend or extend the Services for proper performance, the Parties shall consult with each other to amend the Agreement accordingly. Any financial consequences shall be agreed upon between the Parties.
3.9 Any times and deadlines stated in Quotations, order confirmations or Agreements are indicative only and no rights may be derived therefrom. If a deadline is intended to be a strict deadline, this must be expressly agreed upon in writing.
3.10 Rosa van Ederen is free to determine the manner in which the Assignment is executed.
3.11 The Private Client has the right to terminate the Agreement without stating reasons within thirty (30) days after the day on which the Agreement was concluded. To exercise this right, the Private Client must inform Rosa van Ederen by an unequivocal statement (by post or email). In such case, Rosa van Ederen shall refund all payments received without undue delay. If the Private Client has requested that the Services commence during this period, the Private Client shall pay a proportionate fee for the Services performed.
Article 4. Prices
4.1 All prices are stated in euros and exclude VAT, government levies and additional costs such as travel, shipping, transport and administrative costs, unless stated otherwise in writing. For Private Clients, prices are stated in euros and include VAT.
4.2 Costs are calculated on the basis of fixed prices. Final prices are agreed upon in the Agreement. If no fee has been agreed, Rosa van Ederen shall determine the fee unilaterally in accordance with reasonableness and fairness.
4.3 Necessary expenses (including travel expenses, location or access fees, parking costs, etc.) and/or additional work shall be reimbursed by the Client.
4.4 If a fixed fee has been agreed, Rosa van Ederen is nevertheless entitled to increase this fee if during the execution of the Services it appears that the originally agreed or expected amount of work was significantly underestimated and this cannot be attributed to Rosa van Ederen. Execution shall resume only after the Client has agreed to the revised costs. Rosa van Ederen is also entitled to annually index agreed prices and shall notify the Client in a timely manner.
4.5 If additional work is required for proper completion of the Assignment, Rosa van Ederen shall inform the Client. Additional work shall only be carried out after approval by the Client.
4.6 A reduction in work does not entitle the Client to a refund unless the Services have not yet commenced.
Article 5. Payment
5.1 Invoices must be paid within fourteen (14) days of the invoice date, unless agreed otherwise. Rosa van Ederen is entitled to invoice periodically and to provide invoices digitally.
5.2 Rosa van Ederen reserves the right to issue interim or partial invoices and may require an advance payment. Execution of the Agreement shall not commence until the advance payment has been received.
5.3 The Client is not entitled to any deduction, discount or set-off, except where mandatory law provides otherwise.
5.4 Objections to invoices do not suspend the payment obligation.
5.5 If payment is not made on time, the Client shall be in default by operation of law. From that date, statutory (commercial) interest plus 2% per month shall be due, whereby part of a month counts as a full month.
5.6 All reasonable judicial and extrajudicial collection costs shall be borne by the Client.
5.7 In the case of a Private Client, Rosa van Ederen shall first send a written reminder granting a period of fifteen (15) days to pay before default occurs.
5.8 Payments received shall first be applied to interest and costs and subsequently to the oldest outstanding invoices.
5.9 In the case of a joint Assignment, Clients are jointly and severally liable.
5.10 No use whatsoever of the Photographic Work is permitted as long as any invoice remains unpaid.
5.11 In the event of non-payment, Rosa van Ederen is entitled to suspend her activities until full payment has been received.
Article 6. Services
6.1 The Client shall communicate any specific wishes relevant to the execution of the Assignment in writing and in a timely manner. If Services are to be performed at a specific location, the Client is responsible for arranging the location and associated costs.
6.2 Rosa van Ederen shall perform the Assignment to the best of her technical and creative insight and ability and in accordance with professional standards.
6.3 The Assignment constitutes an obligation of effort, not an obligation of result.
6.4 Changes to the Assignment requested by the Client shall be at the Client’s expense and shall only be carried out after written approval of a quotation for additional costs.
6.5 Rosa van Ederen may engage third parties for the execution of the Agreement. Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code are excluded.
6.6 If the Client supplies materials, locations or models, the Client guarantees that no third-party rights are infringed.
Article 7. Duration, Termination and Suspension
7.1 Agreements are entered into per project unless agreed otherwise in writing.
7.2 Rosa van Ederen may terminate the Agreement in writing at any time without being liable for damages.
7.3 Rosa van Ederen may terminate the Agreement with immediate effect in the event of bankruptcy, suspension of payments or loss of control over assets of the Client.
7.4 In the event of cancellation by the Client, Rosa van Ederen is entitled to reimbursement of costs incurred plus 10% of the agreed price. Cancellation within forty-eight (48) hours prior to the agreed time results in 100% of the agreed price being charged, unless mandatory consumer law provides otherwise.
7.5 Rosa van Ederen may suspend or dissolve the Agreement if the Client fails to meet obligations.
7.6 Rosa van Ederen may dissolve the Agreement if performance becomes impossible or unreasonable.
7.7 Upon dissolution, all claims become immediately due.
7.8 Rosa van Ederen is not liable for damages arising from suspension or dissolution.
7.9 All statutory and contractual rights of Rosa van Ederen are reserved.
Article 8. Force Majeure
8.1 Rosa van Ederen is not liable for failure or delay due to force majeure.
8.2 Force majeure includes all external causes beyond Rosa van Ederen’s control, including illness, accidents, government measures, pandemics, technical failures and extreme weather.
8.3 Obligations may be suspended during force majeure.
8.4 Services already performed may be invoiced separately.
8.5 If force majeure lasts longer than sixty (60) days, either Party may terminate the Agreement without compensation.
Article 9. Complaints
9.1 Complaints must be submitted in writing within five (5) working days.
9.2 Late complaints do not entitle the Client to an absolute right to remedy or compensation.
9.3 Complaints do not suspend payment obligations.
Article 10. Copyright and Usage Rights
10.1 All intellectual property rights remain exclusively with Rosa van Ederen.
10.2 The Client receives a non-exclusive, non-transferable, limited right of use for the agreed purpose only.
10.3 Any use beyond the agreed purpose requires prior written consent and may incur additional fees.
10.4 Alteration or mutilation of the work is not permitted.
10.5 The Client may not generate direct income from the Photographic Work.
10.6 The Client indemnifies Rosa van Ederen against third-party claims.
10.7 Proper credit to Rosa van Ederen is required.
10.8 Rosa van Ederen may use the work for portfolio and promotional purposes.
10.9 Violations result in penalties as specified.
10.10 Additional penalties apply for infringement of intellectual property rights.
10.11 RAW files are never provided unless agreed in writing.
10.12 Usage rights commence only after full payment.
Article 11. Portrait Rights and Consent
11.1 The Client is responsible for obtaining consent from recognizable persons.
11.2 The Client indemnifies Rosa van Ederen against claims by portrayed persons.
11.3 Use for portfolio or promotional purposes requires written consent.
11.4 Confidentiality requests will be respected.
Article 12. Delivery and Retention
12.1 Digital files are delivered in JPEG or PNG unless agreed otherwise.
12.2 Standard delivery time is fourteen (14) days.
12.3 Files are stored for at least three (3) months after delivery.
12.4 The Client is responsible for secure storage.
Article 13. Liability
13.1 Liability is limited to insured amounts.
13.2 If no insurance payout occurs, liability is limited to the invoice amount, with a maximum of €10,000 per event.
13.3 Rosa van Ederen is not liable for indirect damages.
13.4 No liability for third-party claims arising from use of the work.
13.5 No liability for incorrect information provided by the Client.
13.6 This limitation does not apply in cases of intent or gross negligence.
13.7 Liability for loss of digital files is limited to re-execution of the Assignment where possible.
13.8 The Client is responsible for damage caused by negligence.
13.9 Rosa van Ederen is not liable for shortcomings of third parties unless caused by intent or gross negligence.
Article 14. Confidentiality and Privacy
14.1 Parties shall maintain confidentiality.
14.2 Disclosure required by law does not give rise to liability.
14.3 Personal data is processed in accordance with applicable law (GDPR).
14.4 Rosa van Ederen acts as data processor.
14.5 Appropriate security measures are taken.
14.6 Security levels are proportionate to risks.
14.7 Parties shall cooperate to comply with privacy legislation.
Article 15. Governing Law and Jurisdiction
15.1 Dutch law applies.
15.2 All disputes shall be submitted exclusively to the competent court in the place of establishment of Rosa van Ederen.
These General Terms and Conditions are effective as of 07/02/2023 and are available at www.rosavanederen.nl