Article 1 Scope
1.1 these general terms and conditions apply to contracts and to all offers and agreements, in writing or orally, in which Relexx Photography is a party, unless expressly stated otherwise in writing agreed.
1.2 All offers are without obligation. Any purchase or other terms of customer shall not apply, unless expressly accepted by Relexx Photography in writing.
Article 2 Agreement
2.1 agreements and further agreements, which have not been entered into in writing, are binding for the first time after written confirmation from the side of Relexx Photography.
2.2 The obligations Relexx Photography never go beyond by Relexx Photography is confirmed in writing.
Article 3 Quotation and conclusion of the Agreement
3.1 all written offers of Relexx Photography are without obligation and valid for 14 days after the date of the day, unless explicitly stated otherwise in the offer in writing. If the client has not accepted the offer within the aforementioned deadline, the offer will expire unless the offer has been agreed upon in writing. After the lapse of the validity of the offer, Relexx Photography is entitled to amend the offer.
3.2 The offer is based on the information provided by the client, in which Relexx Photography may rely on its correctness and completeness.
3.3 An agreement is concluded only if client and Relexx Photography have accepted the offer in writing.
Article 4 cooperation by client
4.1 Client will provide Relexx Photography in a timely manner all useful and necessary pre-agreed facilities, data or information for proper execution of the agreement and grant all necessary cooperation.
4.2 Client guarantees the correctness, completeness and reliability of the information provided to Relexx photography, even if it originates from third parties.
4.3 If the execution of the agreement is delayed by the fact that the client is not complying with the obligation set out in Articles 4.1 or the information provided by the client does not comply with the provisions of Article 4.2, the resulting additional costs to Relexx Photography will be charged to the client.
Article 5 Implementation
5.1 Relexx Photography assumes an obligation of effort in the execution of the agreement and will carry out this agreement to the best of its knowledge and ability in accordance with the requirements of good craftsmanship.
5.2 Relexx Photography will, when executing the agreement, take the utmost account of reasonable wishes of the client, provided that in the opinion of Relexx Photography it is conducive to a proper execution of the agreement.
5.3 If and to the extent that a proper performance of the agreement so requires, Relexx Photography has the right to have certain activities performed by third parties.
5.4 The execution of the work is determined by Relexx Photography and according to the artistic freedoms of Relexx Photography.
Article 6 delivery
6.1 unless expressly agreed in writing, delivery will consist solely of providing digital versions of the works made in .jpg or .png format on a USB stick or transmitted digitally via the Internet.
6.2 The so-called "RAW" files remain at all times in possession and ownership of Relexx Photography unless otherwise specifically agreed in writing.
6.3 If client wants to receive hardcopy/prints of the works made, they will be offered and charged separately. Hardcopy/prints are provided with the name of Relexx Photography at all times.
Article 7 changes and additional work
7.1 the parties may agree in the interim that the approach and scope of the agreement and/or the resulting work shall be extended or amended. More work will be done by Relexx Photography in principle only after written agreement between parties.
7.2 This additional work will be reimbursed by client according to the usual rates of Relexx Photography.
7.3 Client accepts that changes to the work referred to in article 7.1 may affect the agreed or anticipated time period of completion of the agreement.
7.4 If, in the opinion of Relexx Photography, a change in the performance of the agreement is necessary in order to fulfil the obligations towards the client, Relexx Photography shall have the power to apply that change, to reasonableness and fairness.
Article 8 Fees
8.1 the parties may agree on an hourly rate, a tariff per (digital) photograph or a fixed fee.
8.2 The aforementioned rates do not include travel and subsistence costs unless otherwise stated on the quotation.
Article 9 Price and Payment
9.1 Payment by client must be made within 14 days of the invoice date, without any discount or settlement, by transfer to a bank account to be determined by Relexx Photography.
9.2 Client must meet 20% of the agreed fee in advance, unless the parties have agreed otherwise in writing.
9.3 If the client does not pay the sums owed within the agreed period, he is fails to abide by this agreement without notice of default, Relexx Photography is empowered to give the claim out of hands in which case the client will, in addition to the total amount, also be held accountable to compensate for extrajudicial collection costs, the amount of which is determined at 15% of the total sum due, and of any court costs.
9.4 If Client objects to an invoice of Relexx Photography then the client will inform Relexx Photography within 14 days after the invoice. The client has up to 14 days after the date of the invoice to justify this objection in writing. If the client has not complied with the above, the client is deemed to have accepted the invoice and the payment terms are as set out in article 9 paragraphs 1, 2 and 3.
9.5 All prices are exclusive of VAT and other levies imposed by the government.
Article 10 installments
10.1 exceeding an agreed (on) delivery term does not give the client the right to cancel the agreement, or to refuse the purchase or payment for services, unless he has given Relexx Photography reasonable time for delivery and Relexx Photography has also not fulfilled its obligations within this period.
Article 11 force majeure
11.1 in the event of force majeure, the delivery and other obligations of Relexx Photography are suspended. In that case, Relexx Photography is obligated to deliver as soon as reasonably practicable.
11.2 Force majeure shall be equivalent to unforeseen circumstances relating to persons and/or material which Relexx Photography uses to execute the agreement, which are such that the performance of the agreement is therefore impossible, or so onerous and/or disproportionately costly, that prompt compliance with the agreement cannot reasonably be expected from Relexx photography.
11.3 Such conditions shall include, inter alia: Government measures, business, traffic and/or transport failures, failures in the delivery of a finished product, raw materials and/or resources, disease of deployed personnel, work strikes, exclusions, barriers by third parties, unforeseen technical complications, etc.
11.4 If Relexx Photography has already partially fulfilled its obligations in the event of the force majeure, Relexx Photography is entitled to invoice the already delivered works and the client is obliged to comply with this invoice if it concerned an Individual transaction.
Article 12 liability
12.1 except to the extent that it is impossible under Dutch law, any liability of Relexx Photography is limited to the amount paid in the relevant case by its liability insurance. If for any reason no benefit is allowed to take place by that insurance, any liability shall be limited to reimbursement of direct damage up to the amount of the order declared until the time of the error.
12.2 The total liability of Relexx Photography due to attributable shortcoming in fulfillment of the agreement is limited to reimbursement of direct damage up to the amount of the contract declared until the time of the error.
12.3 for contracts with a duration longer than 1 year, the fee shall be limited to a maximum of 1 times the year's fees.
12.4 The liability of Relexx Photography due to attributable shortcoming in the fulfilment of the agreement arises only if client informs Relexx Photography promptly and appropriately in writing, claiming a reasonable deadline to overcome the shortcoming, and Relexx Photography also continues to fail in the fulfilment of liabilities after that term.
12.5 Relexx Photography is not liable for damage caused by customer failing in the timely provision of correct information and/or facilities which Relexx Photography, in its opinion, needs for the correct execution of the agreement.
12.6 outside the liability referred to in article 12 (1), Relexx Photography shall not be liable for damages to client and/or third parties, irrespective of the grounds on which an action would be based.
12.7 a claim lapses in any case, if Relexx Photography is not notified in writing within three months of the discovery of an event or circumstance which gives rise to or may give to liability.
Article 13 cancellation
13.1 Relexx Photography reserves the right to cancel any agreement in whole or in part, if amendments in law, regulation, case-law or (semi-) governmental policy creates a situation that fulfillment of the agreement by Relexx Photography cannot reasonably be expected. In such cases, Relexx Photography must communicate the cancellation in writing to the client. In such cases it is not entitled to claim compensation.
Article 14 termination 14.1 Interim termination of an agreement is only possible if the parties have expressly agreed in writing or under payment of the work already carried out, unless the parties have agreed a different compensation in writing.
Article 15 applicable law
15.1 all agreements are governed by Dutch law.
Article 16 disputes
16.1 all disputes between Relexx Photography and client that may arise as a result of this agreement or of any agreements and deeds resulting therefrom will initially be resolved by means of Court proceedings before the competent court in Amsterdam.
16.2 all reasonable judicial and extrajudicial costs resulting from breach by client of obligations arising from the agreement shall be borne by the client.
Article 17 Copyright
17.1 Copyright remains at all times at Relexx Photography.
17.2 It is not permitted to modify, reduce or enlarge the supplied photographic material in any form and to publish without having the appropriate license to be granted by Relexx Photography, as stated in article 18 of these terms, sell, or multiply other than for private use.
17.3 publication of photographic material in printed matter or digitally on the Internet, if provided with the correct license, may only be made with the following text: "© Relexx Photography, www.relexx.com".
17.4 Relexx Photography is entitled to publish and use all photographic material to promote its business activities in print or digital form on the Internet, unless an exclusivity license as described in article 18 (3) has been agreed.
Article 18 Licenses
18.1 licenses are granted only to client, client is not entitled to transfer this license, or to grant a sub-license, without express written permission of Relexx Photography.
18.2 If no agreements have been made on the use (the license) of the delivered works, then the standard single use license for private use applies.
18.3 Relexx Photography provides licenses for one-time (standard single use), multiple and exclusive use of the photographic material. This must be made known in advance so that it can be included in the quotation.
Article 19 Final Determination
Relexx Photography is entitled to amend these Terms and Conditions. The latest published version of the terms and conditions at www.relexx.com will apply.
Where one or more of the provisions of these general terms and conditions are found to be null and void, the remainder of these general terms and conditions shall continue to apply. For the void or annulled provision(s) a legally valid provision will take its place, which approximates the void or destroyed provision(s) in terms of content, scope and consequence as close as possible. Client is not entitled to transfer its rights and obligations under the agreement without prior written permission from Relexx Photography.
If there are any contradictions between these English Terms and Conditions and the Dutch version (Algemene Voorwaarden), the Dutch version will prevail.