Article 1: Applicability of Terms and Conditions

These terms and conditions are applicable to every offer, quotation, agreement and/or contractual legal relationship between “Contractor” and “Client”, excluding any general or other terms and conditions of the Client. Deviation from these terms and conditions is only allowed with explicit consent and written agreement between both parties. The present terms and conditions are also applicable to proceedings by the Contractor, in the context of the contract, engaging third parties. These terms and conditions are also what the Contractor’s employees are submitted to.

1.1 The Client is defined as: the party providing the contract for the proceeding activities.

1.2 The Contractor is defined as: MUMSTER Conscious Campaign Agency.

Lange Haeg 96
3853 EJ

1.3 The contractual legal relationship is defined as: everything that MUMSTER makes/undertakes c.q. has to make/undertake, for the purpose of the client within the framework of the contract provided to MUMSTER.

1.4 The contract is defined as the agreement to the contract on grounds of article 7:400 of the Dutch Code of Civil Procedure wherein the Contractor, in a supplemental way from the employment contract, commits itself to the Client and whereby the Contractor performs the agreed-upon activities for the Client.

Article 2: Quotation, offers and agreement

2.1 This quotation will be valid until a specific time (e.g. 20-07-2023). Quotation estimations can undergo adjustments due to unforeseen changes in proceeding activities. Estimates are excluding VAT and other levies by the government, possible within the framework of the agreement costs to be made, including travel-, accommodation-, shipping- and administrative costs, unless indicated otherwise. Rates agreed upon here are not automatically applicable to future contracts.

2.2 Contracts are to be confirmed in writing by the client. In the case that the Client neglects to do so, but nonetheless agrees with MUMSTER about starting the execution of the contract activities, then the quotation will be upheld as agreement. Further verbal agreements and stipulations are binding MUMSTER after MUMSTER has provided written confirmation.

2.3 Every agreement for the execution of activities by MUMSTER with the Client occurs for a specified period of time unless parties have mutually agreed otherwise.

2.4 With every agreement without a specified period of time, parties will discuss a notice period for termination of the agreement. There must be a notice period of at least 2 months for termination of the agreement.

Article 3: Execution of the agreement

MUMSTER shall endeavour as meticulous and independent execution of the contract as possible, look after the interests of the Client and strive to realize a viable result for the Client. MUMSTER shall keep the Client up to date to the extent necessary for the progression of activities.

3.1 The Client is held accountable to do that which can be reasonably necessary and/or desirable for MUMSTER to enable timely and proper delivery. Timely and proper delivery means the timely (getting) delivery of full, adequate and clear information on materials (input). When the Client delivers the necessary information and details too late (e.g. delivery of the necessary input after the deadline that was set), the Contractor has the right to suspend and/or delay execution.

3.2 In the case MUMSTER does not receive timely, full, adequate and clear input from the Client, and the adjusted input be or briefing is compelled to be performed by execution of additional activities, these activities need to be rewarded separately, based on the rates applied by MUMSTER.

3.3 The terms by which MUMSTER upholds for the completion of the contract/assignment is an approximation and never a definitive term unless the nature and/or content of the agreement indicates otherwise. By exceeding a term the Client has to give the Contractor a written notice of default and offer a reasonable term for still completing the given agreement.

3.4 Contractor has the right to let certain activities be performed by third parties. The applicability of articles 7:404, 7:407 section2 and 7:409 Dutch Code of Civil Procedure are explicitly excluded.

3.5 Unless agreed otherwise the execution of analyses/tests, the application for licenses and the assessment of instructions by the Client do or do not meet lawful quality standards, MUMSTER is not to be held responsible.

3.6 Before being sent to production, the collective approval of multiplication and publication parties needs to be performed through the inspection of the latest versions (be it models, prototypes, testing, of the subject).

Article 4: Rights to intellectual property and copyrights

4.1 Unless otherwise agreed in writing, within the framework of the assignment by MUMSTER contrived, designed and executed (working) drawings, illustrations, materials or (electronic) files, will remain property of MUMSTER, regardless of whether or not these have been handed over the Client or third parties.

Article 5: Honoraria, expenses and declarations

The honoraria en declarations of MUMSTER are based on hourly rates that have been made known to the Client, or on a mutually agreed upon (month or project) fee, unless another way of compensation is agreed upon. MUMSTER is authorized to adjust the rates through indexation of 4% based on inflation, no more than once a year.

5.1 Increases as indicated in the last paragraph are to be calculated after discussion and being made clear to the client in writing. In the event that there is a preliminary agreement on working with an estimate(s) based on hourly rates, MUMSTER commits itself to take this estimate into account, undiminished however by article 6.1. a set relevant office expenses or costs of third parties. Deviation in case of such an estimate is only allowed in relation to the above-mentioned indexation, or in the event of intermediate adjustments to the assignment by the Client. All calculated and estimated honoraria and retainer fees are excluding VAT.

5.2 MUMSTER will declare monthly the owed honorarium/retainer fee, office expenses and costs of third parties of the past month unless otherwise agreed upon with the Client. By mutual agreement, the paid advance can diminish these charges.

5.3 Declarations are to be met within 14 days after the invoice date. By failing to pay that which is owed in time, the Client is legally in default.

5.4 Unless agreed upon otherwise in writing, the Client will make the owed payments to MUMSTER without discount or clearance. The Client is not authorized to suspend the payment of already performed activities.

5.5 When the payment is not timely in the account of MUMSTER, MUMSTER has the right to suspend their activities, where the payment obligations remain applicable.

5.6 In the event that the Client defaults on their payments of any amount, they owe MUMSTER interest for late payment on the amount owed.

a) This interest on late payment is equal to the trade interest ex article 6:119a Dutch Code of Civil Procedure.

b) In case the Client is a natural person (e.g. a human being, naturally born), then the interest on late payment is equal to lawful interest ex article 6:119a Dutch Code of Civil Procedure.

c) If the Client is defaulting on one or more of their obligations, then the costs for obtaining extrajudicial settlement are charged to the Client. These extrajudicial collection expenses are to be fixed at 15% of the unpaid amount, with a minimum of € 50, -.

5.7 All expenses made by MUMSTER, such as litigation costs and extrajudicial and judicial expenses, including the costs of legal counsel, bailiffs and debt collection agencies, made in relation to the late payments, are to be charged to the client.

Article 6: Cancellation and termination of the contract.

6.4 In the event that an agreement is terminated by MUMSTER the Client is compelled to immediately pay the honorarium and the expenses made concerning the performed activities. MUMSTER is in no way accountable for any damages and/or costs that may arise therefrom.

6.5 In the event that the termination is attributable to the Client, the Contractor is entitled to compensation of damages, therein including the costs, as both direct and indirect result. The termination can be attributed to the Client in the event he does not comply with his obligations from the Agreement and these terms and conditions are not honoured.

6.6 The compensation referred to in earlier sections of this article will comprise:
a) The expenses made by MUMSTER in accordance with the commitments made to third parties for the completion of the assignment;

b) At least 30% of the remaining part of the honorarium that the Client would owe upon complete fulfillment of the assignment

6.7 In the event of termination by the Client due to attributable inadequacies in the compliance with the obligation by MUMSTER, the current activities performed and the payment obligations associated with these are not subject to cancellation unless the Client proves MUMSTER is in default with respect to earlier performed activities.

Article 7: Liability

The Client is accountable for the correctness, completeness and trustworthiness of the data and information made available to MUMSTER, even if these come from third parties, as far as the nature of the agreement does not conclude otherwise.

7.1 Due to delay in the execution of the agreement resulting in extra time and expenses, not timely or not reasonably availability of requested information and/or unobtrusive, are charged to the Client. MUMSTER is not liable for damages, of any nature, due to MUMSTER assuming the Client provided incorrect and/or incomplete information.

7.2 MUMSTER is not liable for deviations, errors and defects that remained unnoticed in the samples approved or adjusted by the Client.

7.3 The Client is held reasonable for keeping copies of materials and information provided by him to himself until the assignment is completed. In the case that the Client neglects to do so, MUMSTER cannot be held accountable for damages that may occur from the existence of these copies.

Article 8: Project Materials and Usage

8.1 By entering into this agreement, the Client acknowledges and grants MUMSTER a non-exclusive, royalty-free, worldwide license to use, reproduce, display, and distribute the project materials, deliverables, and results generated as part of the contracted services. This includes, but is not limited to, graphics, designs, content, reports, and any other work products created during the project.

8.2 MUMSTER reserves the right to utilize these materials for promotional, marketing, and portfolio purposes, both online and offline. The Client agrees that any usage of project materials will be in accordance with industry standards and ethical practices.

Article 9: Others

9.1 The Client is in no way allowed to hand over an agreement made with MUMSTER to a third party, other than with the transferral of their entire company or with authorization by MUMSTER.

9.2 Parties are held by facts and circumstances, that if in the framework of the assignment to the other party, it comes to their knowledge, to be treated as confidential. Third parties who are involved in the execution of the assignment, shall with respect to these facts and circumstances be bound to the same confidentiality agreement.

9.3 The markings in these terms and conditions only serve to increase the readability and are of no part to these terms and conditions.