Terms and Conditions
Brightlot, Chamber of Commerce 71274863
Each assignment is carried out as described in the assignment confirmation and subject to the following general terms and conditions.
Article 1 Definitions
1.1 Brightlot BV, operating under the trade name Brightlot, registered under Chamber of Commerce 71274863, hereinafter: 'Brightlot'.
1.2 Client: the natural or legal person who has entered into an agreement with 'Brightlot'.
1.3 'General terms and conditions' means: the entirety of the provisions as included below.
Article 2. Relevance
2.1 These General Terms and Conditions apply to all quotations, order confirmations and agreements and deliveries of Brightlot, unless expressly agreed otherwise in writing.
2.2 Offered prices may deviate if rate changes occur in the graphics industry, with carriers such as POSTNL or with other suppliers.
2.3 Provisions or conditions that the Client includes in its assignment that deviate from or conflict with these general terms and conditions are not binding on Brightlot, unless and insofar as they have been expressly accepted by Brightlot in writing.
2.4 Brightlot is entitled to engage third parties in the performance of its agreements.
Article 3. Obligations Brightlot
3.1 Brightlot guarantees that the assignment given to it will be carried out to the best of its ability with due care and professionalism.
3.2 Brightlot makes every effort to secure the data and files – such as, but not limited to photos, text documents and PDFs – that the Client supplies and/or Brightlot stores on the equipment and uploads to tools and software such as Adobe in such a way that these data are not available. are for unauthorized persons. Client determines
if desired, the availability of the stored data by specifying access rights.
3.3 Brightlot will endeavor to inform the Client of the nature and expected duration of the interruption in the event of the service being unavailable due to malfunctions, maintenance or other causes.
3.4 Brightlot will keep designs, drawings, photos, films, PDFs and the like for one year after production: all the aforementioned goods and documents remain our property.
3.5 Brightlot has an obligation of best efforts in the performance of assignments, but expressly no obligation of result.
Article 4. Obligations of the Client
4.1 The Client will always inform Brightlot immediately in writing of any changes in name, address, e-mail address(es) and bank or giro number.
4.2 The Client shall refrain from causing nuisance or damage to files, tools, content management systems and servers, such as but not limited to Adpiler, WordPress and Google Drive, which Brightlot provides or makes available to the Client.
4.3 The Client is prohibited from starting up processes or programs of which the Client knows or can reasonably suspect that this will hinder or damage Brightlot, other Clients or internet users.
4.4 The Client shall refrain from storing and/or supplying erotic, mp3, warez, racist, discriminatory and any other material that is prohibited by law.
4.5 The Client is prohibited from transferring the username or usernames and password or passwords provided by Brightlot to third parties without permission from Brightlot.
4.6 The Client indemnifies Brightlot against all legal claims with regard to the data, information, files, website(s) and the like stored or supplied by the Client.
4.7 In addition to the obligations under the law, damage caused by incompetence or failure to act in accordance with the above points is for the account of the Client.
4.8 Brightlot has the right to (temporarily) put products and services out of use and/or to limit their use, or not to deliver them or only to a limited extent, if the Client does not or not fully fulfill an obligation towards Brightlot with regard to the Agreement. , or acts contrary to these conditions, in the opinion of
4.9 The client is obliged to provide sufficient information and material to Brightlot and to provide it with sufficient cooperation in order to be able to carry out the assignment properly.
4.10 The material supplied to Brightlot by the Client consists of directly usable text, images, sound and/or video images in a common file format.
4.11 By supplying material to Brightlot, the Client declares that all the material provided to Brightlot by the Client is free of third-party rights, or that the Client has permission from the rightful claimant(s) to have the material used by Brightlot in the performance of the assignment.
Article 5. Quotations
5.1 All quotations are without obligation, unless expressly stated otherwise.
5.2 If it appears that the information provided by the Client with the application or agreement was incorrect, Brightlot reserves the right to adjust the prices accordingly.
5.3 Quotations from Brightlot are valid for the period indicated in the quotation.
If no term is specified, the quotation is valid for 30 days after the date on which the quotation was issued.
Article 6. Prices
6.1 All prices are in euros and exclusive of sales tax (VAT) and other levies imposed by the government, unless expressly stated otherwise.
6.2 All prices on the website, quotations and other Brightlot documents are subject to typing errors. No liability is accepted for the consequences of typing errors.
6.3 Unless explicitly agreed, postage costs will be charged separately. If a delivery is (first) delivered to or from Brightlot, we reserve the right to charge separately the costs for onward deliveries to the final destination. The conditions of the relevant carrier are also applicable to all deliveries
6.4 In the case of the delivery of printed matter, deviations from the ordered quantity of up to 10% more or less are permitted; any differences in number are calculated at unit price.
Article 7. Delivery time
7.1. The delivery time starts on the day after the date on which the order and all necessary files and information have been received by Brightlot.
7.2. The term specified by Brightlot for completing the work is indicative unless otherwise agreed in writing.
7.3. Exceeding agreed delivery times does not entitle to compensation, regardless of the cause, unless otherwise agreed in writing.
Article 8. Change order
8.1 All changes to the assignment, either on the instructions of the Client or as a result of changed circumstances that necessitate a different implementation, at the discretion of Brightlot, will be regarded as additional work if costs are involved and, insofar as this results in savings, as less work. considered. These become
invoiced accordingly to the Client.
8.2 If, due to circumstances that Brightlot could not reasonably have known or foreseen at the time of the quotation or the order confirmation, Brightlot has to perform additional work or perform work under circumstances more difficult than it was aware of when entering into the agreement, Brightlot is entitled to the ensuing
to charge additional costs to the Client. If the Client cannot agree with the additional costs involved, it has the right to cancel the part of the assignment that has not yet been carried out.
Article 9. Intellectual property rights
9.1 All intellectual property rights to all documents and software developed or made available under the agreement, such as analyses, designs, documentation, reports, quotations, as well as preparatory material thereof, are vested exclusively in Brightlot or its licensors. Client only obtains the
rights of use and powers that are expressly granted in these terms and conditions or otherwise, and otherwise he will not reproduce the software or other materials or make copies thereof.
9.2 The Client is not permitted to remove or change any indication regarding copyrights, brands, trade names or other intellectual property rights from the software, including indications regarding the confidential nature and secrecy of the software.
9.3 Brightlot is permitted to take technical measures to protect the software. If Brightlot has secured the software by means of technical protection, the Client is not permitted to remove or evade this protection.
Article 10. Development of software
10.1. The parties will specify in writing which software will be developed and how this will be done. Brightlot will carry out the development with care on the basis of the information to be provided by the Client.
The Client guarantees the correctness, completeness and consistency of this information.
10.2. Brightlot is entitled, but not obliged, to investigate the correctness, completeness or consistency of the data or specifications made available to it and, if any deficiencies are found, to suspend the agreed work until the Client has removed the relevant deficiencies.
10.3. Without prejudice to the provisions of Article 9, the Client acquires the right to use the software in its company or organisation. If and insofar as this has been expressly agreed in writing, the source code of the software and the technical documentation produced during the development of the software can be
be made available to the Client and the Client is entitled to make changes to this software. This with due observance of rights and limits of any licensing provisions of parts of software or, for example, websites, which remain in full force.
10.4. Brightlot has the right to use open source components.
Article 11. Rights of use
11.1 Without prejudice to the provisions of Article 9, Brightlot grants the Client the non-exclusive right to use the software. The Client will always strictly comply with the restrictions on use agreed between the parties. Without prejudice to the other provisions of these General Terms and Conditions, the Client's right of use includes
only the right to load and run the software.
11.2 The right of use is not transferable. The Client is not permitted to sell, rent, sublicense, alienate or grant limited rights to the software and carriers on which it is recorded or to
make it available to a third party in any way or for any purpose whatsoever, not even if the third party in question uses the software exclusively for the benefit of the Client, unless agreed otherwise in writing.
11.3 The source code of the software and the technical documentation produced during the development of the software as well as layout documents of advertising and communication carriers and the documents and information produced during the development of advertising and communication carriers are not made available to the Client, unless agreed otherwise in writing. .
Article 12. Retention of title
12.1 As long as the Client has not made full payment of the entire agreed amount, all
delivered goods are the property of Brightlot.
12.2 In the event that the Client does not fulfill any obligations towards Brightlot under the agreement, Brightlot will be without
any notice of default is entitled to take back the delivered goods, in any case without legal proceedings
intervention, the agreement is dissolved, without prejudice to Brightlot's right to compensation for damage, loss of profit
Article 13. Invoicing and payment terms
13.1 Brightlot invoices digitally, unless otherwise agreed.
13.2 The Client must pay the invoices issued by Brightlot by transfer. Paying the
invoices must be made in advance, at most 14 days after the invoice has been issued, unless agreed otherwise in writing
agreed. After the expiry of 30 days after the invoice date, the Client who does not pay on time is without it
notice of default is required for this, in default by operation of law.
13.3 Purchase of offline and online media such as depositing funds on a DSP and other tangible and intangible items that
necessary for the execution of an assignment, Brightlot invoices the Client in advance and is due immediately,
unless expressly agreed otherwise.
13.4 All costs incurred by Brightlot under the agreement with the Client will be borne by
13.5 In the event of late payment, the Client is, in addition to the amount due and the interest accrued thereon, obliged to pay full compensation for all extrajudicial (collection) costs (including the costs incurred for drawing up and sending reminders, conducting settlement negotiations and other actions in preparation for a possible legal procedure) as well as legal costs are for the account of the Client.
13.6 The claim for payment is immediately due and payable in the event that the Client is declared bankrupt, applies for a suspension of payment or a complete attachment is levied on the assets of the Client, the Client dies and furthermore, if it goes into liquidation or is dissolved.
13.7 In the above cases, Brightlot also has the right to terminate or suspend the agreement or the part thereof that has not yet been performed, without notice of default or judicial intervention, without prejudice to Brightlot's right to demand compensation for any damage it may suffer as a result.
Article 14. Liability
14.1 Brightlot accepts legal obligations to pay compensation insofar as this appears from this article.
14.2 Brightlot's total liability due to attributable failure to comply with the agreement is limited to compensation for direct damage up to the amount of the price stipulated for that agreement (excluding VAT). If the agreement is mainly a continuing performance contract with a term of more than six months, the stipulated price will be set at the total of the fees (excluding VAT) stipulated for three months. However, in no case will the total compensation for direct damage exceed 500 euros.
14.3 Brightlot expressly excludes liability for indirect damage, including consequential damage, lost profit, lost savings, loss of (company) data and damage due to business interruption.
14.4 Apart from the case referred to in Article 14.1, Brightlot has no liability whatsoever for compensation, regardless of the grounds on which an action for compensation would be based. However, the maximum amounts referred to in Article 14.2 will lapse if and insofar as the damage is the result of intent or gross negligence on the part of Brightlot.
14.5 Brightlot's liability due to an attributable shortcoming in the fulfillment of an agreement only arises if the Client immediately and properly declares Brightlot in default in writing, setting a reasonable period for remedying the shortcoming, and Brightlot is also attributable in the fulfillment of its obligations after that period.
obligations continue to fall short. The notice of default must contain as detailed a description as possible of the shortcoming, so that Brightlot is able to respond adequately.
14.6 A condition for the existence of any right to compensation is always that the Client reports the damage to Brightlot in writing as soon as possible after it has arisen.
14.7 The Client indemnifies Brightlot against all third-party claims for liability as a result of a defect in a product or system supplied by the Client to a third party and which also consisted of goods, materials or results supplied by Brightlot.
14.8 Printed matter and other physical productions are the responsibility of the Client after it has seen the proofs and/or hardcopy printouts or digital files and has given an oral or written order for execution. If, due to force majeure or otherwise unforeseen circumstances, the proofs for, for example, printed matter and advertisements can no longer be sent to the client, any corrections will be made by us – insofar as reasonable given the circumstances. In that case, Brightlot accepts no liability for any errors.
14.9 All goods travel at the risk of the client; we are not liable for delay(s) in the transport.
14.10 In the case of the delivery of printed matter, deviations from the ordered quantity of up to 10% more or less are permitted; any differences in number are calculated at unit price.
14.11 The placement of advertisements takes place under the responsibility of the client, after it has approved the proof of an advertisement by e-mail or orally and has given the order for implementation. If due to time constraints
the proof of an advertisement can no longer be approved by the client, but placement has been ordered, the placement will be done by Brightlot. In that case we do not accept any liability for errors made.
14.12 All media contracts are concluded, on the instructions of the Client, by and in the name of Brightlot. The client is obliged to purchase the agreed contract quantity in full via Brightlot at the agreed price (subject to interim changes).
Article 15. Force majeure
15.1 In the event of force majeure, which in any case includes domestic disturbances, mobilization, war, transport obstructions, strikes, lockouts, business disruptions, stagnation in supply, fire, flood, import and export restrictions and in the event that Brightlot is own suppliers, for whatever reason, not to deliver
is enabled, as a result of which compliance with the agreement cannot reasonably be expected from Brightlot, the execution of the agreement will be suspended or the agreement will be terminated, all without any obligation to pay compensation.
Article 16. confidentiality
16.1 The parties undertake to observe secrecy regarding all confidential information they receive about the other party's company. The parties also impose this obligation on their employees as well as on third parties engaged by them for the implementation of the agreement between the parties.
16.2. Information is in any case considered confidential if it has been designated as such by one of the parties.
Article 17. Personnel
17.1 The Client will provide Brightlot employees who perform work at the Client's office for the purpose of supplying products and/or services with all necessary support for the performance of their activities.
Article 18. Changes AV
18.1 Brightlot reserves the right to change or supplement these terms and conditions.
18.2 Changes also apply to agreements already concluded, with due observance of a period of 30 days after the announcement of the change on Brightlot's website or by e-mail. Changes of minor importance can be made at any time.
18.3 If the client does not want to accept a change in these terms and conditions, it can dissolve the agreement until the date on which the new terms and conditions come into effect, or on the date of receipt of the cancellation if this date is after the effective date of the change.
Article 19. Advertising
19.1 In the absence of any obligations on the part of Brightlot, the Client must submit a complaint by registered mail no later than 30 days after observation. If that does not happen, any claim and prestige of Brightlot will lapse.
19.2 If Brightlot considers the complaint to be justified, the relevant products or services will be replaced or reimbursed after consultation with the Client.
19.3 The maximum compensation is equal to the price paid by the Client for the product or service.
19.4. Complaints do not suspend obligations of the Client.
Article 20. Final provisions.
20.1 Dutch law applies to every quotation, order confirmation or other agreement.
20.2 Changes in management or legal form do not affect the agreement.
20.3 Insofar as not dictated otherwise by mandatory law, all disputes that may arise as a result of an offer, order confirmation or other agreement will be submitted to the competent Dutch court.
20.4. Partial nullity:
If a provision of a quote, order confirmation or other agreement and/or the General Terms and Conditions proves to be null and void, this will not affect the validity of the entire quote, order confirmation or other agreement or General Terms and Conditions.
The parties will adopt (a) new provision(s) as a replacement, which will reflect the intention of the original quotation, order confirmation or other agreement or General Terms and Conditions as far as legally possible.
20.5 In cases in which these terms and conditions of delivery do not provide for printed matter, the terms and conditions of delivery for the Graphic Industry, filed on January 13, 2011 under no.
20.6 In cases not provided for in these terms of delivery, The Rules for the Advertising Industry of January 1, 2000, filed by the Nederlandse Dagblad Pers at the registry of the District Courts and at the Chambers of Commerce in the Netherlands, apply. The Rules for the Advertising Industry have been agreed between the Association of 'De Nederlandse Dagbladpers' and the 'Nederlandse Organisatie van Tijdschrift-Uitgevers'.
If, after reading our General Terms and Conditions, you have any questions, complaints or comments about these General Terms and Conditions, please feel free to contact us in writing or by e-mail.
Located in B.Amsterdam in Amsterdam
Johan Huizingalaan 763a, 1066 VH Amsterdam
Amsterdam, May 2018