The agreement
1.1. These general terms and conditions (hereinafter: General Terms and Conditions) apply to all offers and the establishment, content and fulfillment of all agreements concluded between the client and the contractor (hereinafter: “Kinsby”). Deviations from these General Terms and Conditions can only be agreed in writing between the client and Kinsby.
1.2. All offers, quotations, registrations, contests, etc. made by Kinsby (verbally or by email) are made entirely without obligation and do not constitute an (unconditional) offer from Kinsby. Quotations may be subject to change due to an unforeseen change in work. Prices are exclusive of VAT and other government levies. Said rates and offers do not automatically apply to future assignments. The client guarantees the correctness and completeness of the information provided to Kinsby by or on behalf of it on which Kinsby bases the quotation.
1.3. Orders must be confirmed in writing (by email) by the client. If the client fails to do so, but nevertheless agrees to Kinsby commencing the execution of the assignment, the content of the quotation will be deemed to have been agreed. Further verbal agreements and stipulations only bind Kinsby after they have been confirmed in writing by Kinsby.
1.4. These General Terms and Conditions also apply to additional assignments and follow-up assignments.

Execution of the agreement
2.1. Kinsby makes every effort to carry out the assignment carefully and independently, to represent the interests of the client to the best of its ability and to strive for a result that is useful to the client, as can and may be expected from a designer who acts reasonably and professionally. Insofar as necessary, Kinsby will keep the client informed of the progress of the work.
2.2. The client does everything that is reasonably necessary or desirable to enable timely and correct delivery by Kinsby, such as the timely delivery of complete, sound and clear data or materials, of which Kinsby indicates or of which the client understands or should reasonably understand that they are necessary for the performance of the agreement.
2.3. Unless expressly agreed otherwise, a (partial) delivery or (partial) completion date stated in an agreement, order confirmation or elsewhere only applies as a target date. If the execution of an assignment is delayed or interrupted due to circumstances that cannot be blamed on Kinsby, the client is obliged to reimburse the resulting costs for Kinsby.
2.4. Deviations in the (final) result compared to what has been agreed are no reason for rejection, discount, compensation or dissolution of the agreement, if these deviations, taking all circumstances into account, are reasonably of minor importance.
2.5. Complaints must be communicated to Kinsby in writing as soon as possible, but in any case within ten working days after completion of the assignment, failing which the client will be deemed to have accepted the result of the assignment in full.

Enabling third parties
3.1. Kinsby may, at its own discretion, engage others to carry out the assignments given. These General Terms and Conditions have not only been made for the benefit of Kinsby, but also for the benefit of other persons working at or for Kinsby, as well as for persons or organizations engaged in the performance of assignments. All these (legal) persons can invoke these General Terms and Conditions.
3.2. If the execution of an assignment entails that a person or organization that is not affiliated with Kinsby is engaged to perform work (of whatever nature) in the context of the assignment given, Kinsby will not be liable for errors made by this person. or organization should unexpectedly be made. It is possible that persons or organizations engaged in connection with the performance of an assignment stipulate general or contract conditions, including a limitation of liability. Kinsby assumes and, if necessary, hereby stipulates that all assignments given to it by clients include the authority to accept such terms, including limitations of liability, also on behalf of those clients. In the event of (premature) termination, all rights and obligations of Kinsby vis-à-vis the third party referred to here are transferred to the client and the client hereby indemnifies Kinsby against all third-party claims arising from the canceled assignment.
3.3. If Kinsby draws up a budget for costs of third parties at the request of the client, this budget will only be indicative. If desired, Kinsby can request quotations on behalf of the client.
3.4. If, in the performance of the assignment, Kinsby purchases goods or services from third parties at its own expense and risk, after which these goods or services are passed on to the client, the provisions of the general terms and conditions of and/or separate agreements with the supplier with regard to the warranty and liability also towards the client.
3.5. The client will not engage third parties without consulting Kinsby if this could affect the performance of the assignment as agreed with Kinsby. Where appropriate, the parties will discuss which other contractors will be engaged and which work will be assigned to them.3.6. Kinsby is not liable for errors or defects in products or services of third parties engaged by or on behalf of the client, regardless of whether these have been introduced by Kinsby. The client must address these parties himself. Kinsby can provide assistance with this if desired. 

‍Intellectual property rights and property rights
4.1. Unless otherwise agreed, all intellectual property rights arising from the assignment - including patent law, trademark rights, drawing or model rights and copyright - accrue to Kinsby. Insofar as such right can only be obtained by deposit or registration, only Kinsby is authorized to do so.
4.2. The parties may agree that the rights referred to in the first paragraph will be transferred in whole or in part to the client. This transfer and any conditions under which the transfer takes place are always recorded in writing. Until the moment of transfer, a right of use is provided as regulated in Article 5 of these General Terms and Conditions.
4.3. Kinsby has the right at all times to have its name mentioned or removed on, with or in publicity surrounding the result of the assignment - in the manner customary for that result. Without prior permission from Kinsby, the client is not permitted to publish or reproduce the result without mentioning Kinsby's name.
4.4. Unless otherwise agreed, the illustrations, designs, design sketches, films and other materials or (electronic) files created by the contractor in the context of the assignment remain the property of Kinsby, regardless of whether they are in the hands of the client or third parties. posed.
4.5. After completion of the assignment, neither the client nor Kinsby have a retention obligation towards each other with regard to the data used, unless otherwise agreed.
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‍Use of the result
‍5.1. When the client fully complies with its obligations under the agreement with Kinsby, it acquires the right to use the result of the assignment in accordance with the agreed destination. If no agreements have been made about the destination, the right of use will be limited to that use for which the assignment has (apparently) been given. The right of use is exclusive, unless the nature of the agreement dictates otherwise or has been agreed otherwise.
5.2. If the result also relates to works subject to third-party rights, the parties will make additional agreements on how the use of these works will be arranged.
5.3. Without written permission, the Client is not entitled to adjust, use or re-use or perform the result of the assignment more broadly or in any other way than agreed, or to have this done by third parties. Kinsby may attach conditions to this permission, including the payment of fair compensation.
5.4. In the event of broader or different use on which no agreement was reached, including alteration, mutilation or impairment of the provisional or final result, Kinsby is entitled to compensation for infringement of its rights of at least three times the agreed fee, or at least a compensation that is reasonably and fairness is proportionate to the infringement committed, without otherwise losing any other right.
5.5. The client is not (any longer) permitted to use the results made available and any right of use granted to the client in the context of the assignment will lapse, unless the consequences thereof are contrary to reasonableness and fairness:from the moment that the client does not or does not fully comply with its (payment) obligations under the agreement or is otherwise in default;if the assignment is terminated prematurely for reasons stated in Article 8.1 of these General Terms and Conditions;in the event of bankruptcy of the client, unless the relevant rights in accordance with Article 4.2. of these General Terms and Conditions have been transferred to the client. 5.6. Kinsby is free, with due regard for the interests of the client, to use the results for its own publicity, acquisition of commissions, promotion, including competitions and exhibitions, etc., and to loan them when physical results are involved. 

‍Fee and costs
6.1. Kinsby is entitled to a fee for performing the assignment. In addition to the agreed fee, the costs incurred by the contractor for the performance of the assignment are also eligible for reimbursement.
6.2. If the parties have not agreed anything (otherwise) with regard to the fee to be charged by Kinsby, Kinsby will be entitled to declare its usual hourly rate for each hour worked on an assignment, which hourly rate will be reasonably charged by Kinsby. be determined. Additional work and (expenses) are invoiced separately. The omission of an invoice does not affect the right to invoice the relevant fee or price.
6.3. Kinsby's records provide binding evidence between the parties of Kinsby's time spent on an engagement.

‍Payment
‍7.1. All payments must be made without deduction, set-off or suspension, within 30 days of the invoice date, unless otherwise agreed in writing or stated otherwise on the invoice.7.2. All goods delivered to the client remain the property of Kinsby until all amounts that the client owes Kinsby on the basis of the agreement concluded between the parties have been paid to Kinsby in full.
7.3. When the client is in default with full or partial payment of the amounts due, the client owes statutory interest and extrajudicial collection costs, which amount to at least 10% of the invoice amount with a minimum of € 150 excluding VAT.
7.4. Kinsby ensures timely billing. In consultation with the client, Kinsby may charge the agreed fee and costs as an advance, in the interim or periodically.
7.5. Kinsby may suspend the execution of the assignment after the payment term has expired and the client, after being warned in writing to pay within 14 days, fails to do so, or if Kinsby must understand that payment will not be made due to a statement or behavior from the client. .

Termination and dissolution of the agreement
8.1. If the client terminates the agreement without any culpable failure on the part of Kinsby, or if Kinsby dissolves the agreement due to an attributable shortcoming in the fulfillment of the agreement by the client, then the client, in addition to the fee and the costs incurred in connection with compensation for the work performed up to that point. Behavior of the client on the basis of which Kinsby can no longer reasonably be expected to complete the assignment, will also be regarded as an attributable shortcoming in this context.
8.2. The compensation referred to in the previous paragraph includes at least the costs arising from the obligations entered into by Kinsby in its own name for the fulfillment of the assignment with third parties, as well as at least 30% of the remaining part of the fee that the client will pay upon full fulfillment of the assignment. would be due.
8.3. Either party is entitled to terminate this agreement in writing with immediate effect if:the other party remains in default of fulfilling his or her obligations under this agreement, even after a written reminder setting a term of ten days for compliance;the other party applies for (provisional) suspension of payments, is granted, a petition for bankruptcy has been filed against him or her, has been declared bankrupt, or has otherwise lost the free disposal of his or her assets;Kinsby is unable to properly perform the assignment for any reason, including illness or incapacity for work for a period of one month or more; 8.4. If Kinsby's activities consist of repeating similar activities, this is a continuing performance contract, unless agreed otherwise in writing. This agreement can only be terminated by written notice with due observance of a reasonable notice period of at least three months, during which period the client will continue to purchase the usual amount of work from Kinsby or will compensate financially.
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‍Warranties and Indemnities
‍9.1. Kinsby guarantees that the delivered goods have been designed by or on behalf of Kinsby and that, if the design is subject to copyright, it is regarded as the creator within the meaning of the Copyright Act and can dispose of the work as the copyright holder. Kinsby guarantees that the result of the assignment at the time of its realization, as far as it knows or should reasonably know, does not infringe the rights of third parties or is otherwise unlawful.
9.2. When the client uses the results of the assignment, the client indemnifies Kinsby or third parties engaged by Kinsby for the assignment against all third-party claims arising from the applications or use of the result of the assignment. This is without prejudice to Kinsby's liability towards the client for non-compliance with the guarantees as referred to in the previous paragraph and other liability as referred to in Article 10 of these General Terms and Conditions.
9.3. The client indemnifies Kinsby against claims with regard to intellectual property rights on materials or data provided by the client, which are used in the performance of the assignment.

Liability
10.1. In the event of an attributable shortcoming, Kinsby must first be given written notice of default, with a reasonable term to still fulfill its obligations, or to repair any errors or to limit or eliminate damage.
10.2. Kinsby is only liable towards the client for direct damage attributable to Kinsby. Kinsby's liability for indirect damage, including consequential damage, lost profit, lost savings, mutilated or lost data or materials, or damage due to business interruption, is excluded.
10.3. Except in the event of willful misconduct or gross negligence on the part of Kinsby, Kinsby's liability is limited to Kinsby's fee for the assignment, or at least that part of the assignment to which the liability relates. This amount i
s in any case limited at all times to a maximum of the amount that the insurer pays to Kinsby in the appropriate case. The amount for which Kinsby is liable in the appropriate case is reduced by any sums insured by the client.
10.4. Any liability lapses after two years from the moment the assignment is terminated by completion, cancellation or dissolution. 10.5. If an assignment is given by two or more clients, they are jointly and severally liable towards Kinsby. 

‍Other provisions
11.1. The client is not permitted to transfer any right under an agreement concluded with Kinsby to third parties, other than in the case of transfer of its entire company or with Kinsby's written permission.
11.2. The parties are obliged to maintain the confidentiality of all confidential information, facts and circumstances that come to the knowledge of the other party in the context of the assignment, from each other or from another source, of which it can reasonably be understood that disclosure or communication to third parties, Kinsby or the client could cause damage. Third parties involved in the performance of the assignment will be bound by the same confidential treatment with regard to these facts and circumstances originating from the other party.
11.3. If any provision of these General Terms and Conditions is null and void or is annulled, the other provisions of these General Terms and Conditions will remain in full force. In that case, the parties will consult with the aim of agreeing on new provisions to replace the void or voided provisions, whereby the purpose and scope of the void or voided provisions will be taken into account as much as possible.
11.4. Dutch law applies exclusively to the legal relationship between Kinsby and its clients. In the first instance, the parties will try to resolve a dispute in mutual consultation. Unless the parties have expressly agreed on arbitration in writing, the court with jurisdiction according to the law, or the court in the district where Kinsby has its registered office (Amsterdam), at the option of Kinsby, will take cognizance of disputes between Kinsby and the client.