General Terms and Conditions

These General Terms and Conditions apply to the legal relationship between Kiril Tsvetanov Design Studio (abbreviated as KTDS) and its Client(s) (as defined below), and each party that uses the services of KTDS.

Article 1 – Definitions

In these General Terms and Conditions, the following words have the following meaning, unless the context indicates otherwise:

Agreement: The agreement between KTDS and the Client.

Budget: The budget as drawn up by KTDS and further agreed with the Client.

Client: The party that issues an assignment to KTDS.

Fee: The fee agreed between KTDS and the Client in consideration for the performance of the Work.

KTDS: Mrs K.Tsvetanov, also trading as Kiril Tsvetanov Design Studio, having its place of business at Werf 16, 2871 GV Schoonhoven, The Netherlands.

Offer: The Work that KTDS intends to perform on behalf of the Client to a greater or lesser extent, as well as the budget of the associated costs.

Work: All services to be provided by KTDS on behalf of the Client.

Article 2 – General

2.1 Applicability: These General Terms and Conditions apply to all legal relationships between KTDS and the Client, including all Work performed by KTDS and in particular the services stated in the Offer.

2.2 Coverage: All clauses in these General Terms and Conditions have also been drawn up for all persons working for or engaged by KTDS.

2.3 Deviations: Deviations from these General Terms and Conditions are only valid if they have been expressly agreed in writing between the parties. KTDS expressly rejects the applicability of the general terms and conditions used by the Client.

2.4 Interpretation: If there is a lack of clarity regarding the interpretation of one or more provisions of these General Terms and Conditions, or if a situation arises between the parties that is not regulated in these General Terms and Conditions, the interpretation must take place ‘in the spirit’ of these provisions.

2.5 Enforcement: If KTDS does not always require strict compliance with these General Terms and Conditions, this does not mean that the provisions do not apply, or that KTDS would in any way lose the right to require strict compliance with the provisions of these General Terms and Conditions in other cases.

Article 3 – Guarantee

3.1 Performance Standards: KTDS will execute the Agreement to the best of its knowledge and ability, and in accordance with standards of good workmanship.

3.2 Client Consideration: KTDS will observe the greatest possible care in the performance of the Work with regard to the Client’s interests. In particular, KTDS will ensure that all data and information made available to KTDS by the Client in the context of the Agreement is kept confidential.

3.3 Use of Third Parties: If and insofar as required for the proper performance of the Agreement, KTDS has the right to have the Work performed by third parties. The parties may agree on a fee for this purpose.

3.4 Scope of Work: The Work of KTDS does not include investigating the existence of patent rights, trademark rights, drawing or design rights, copyrights, portrait rights of third parties, and other applicable laws and regulations.

Article 4 – Offers

4.1 Offer Validity: All Offers made by KTDS are without obligation and KTDS is only bound by an Offer if the relevant Offer has been signed by the Client within the stated term and has been received by KTDS. KTDS has the right to revoke the Offer immediately after receipt of the acceptance.

4.2 Pricing: The prices stated in the Offer apply to the items listed and are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the Agreement, including shipping and administration costs, travel or accommodation costs, unless stated otherwise in the Offer.

4.3 Offer Adjustments: In the event that deviations from the Offer occur during the performance of the Agreement, KTDS will inform the Client of this as soon as possible. KTDS will then be entitled to draw up an additional or new budget.

4.4 Budgetary Risks: If the number of hours invoiced by KTDS to the Client exceeds the amount stated in the Offer by a percentage of less than 5%, such excess is considered by the parties to be a budgetary risk, which risk will be borne by the Client. KTDS is not obliged to inform the Client of this.

Article 5 – Performance of the Agreement

5.1 Commencement and Confirmation: The Agreement between KTDS and the Client comes into effect when either KTDS has received the Offer signed by the Client or KTDS has commenced the performance of the Work with the Client’s consent. The signed Offer, these General Terms and Conditions, and any supplementary written agreements together constitute the full representation of the rights and obligations of the parties and replace all previous written and oral agreements, announcements, and any other correspondence.

5.2 Acceptance Deviations: If the acceptance deviates – whether or not on minor points – from what is stated in the Offer, KTDS will not be bound by it and the Agreement will not be concluded in accordance with this deviating acceptance unless KTDS indicates otherwise in writing.

5.3 Client Expectations and Revisions: In the event that the Work has been performed, the failure to meet the Client’s expectations with regard to the Work performed by KTDS will not be a reason to revise and/or re-perform the Work free of charge.

5.4 Changes by Client: In the event that the Client wishes to change the content of the Agreement, the Client must immediately inform KTDS of the changes desired in writing. The changes to the Agreement must then be accepted by KTDS in writing. All additional costs resulting from such changes will be borne by the Client.

5.5 Provision of Information: The Client will ensure that all data – which KTDS indicates are necessary or which the Client should reasonably understand are essential for the performance of the Agreement – are provided to KTDS in good time. If the information required for the performance of the Agreement has not been provided to KTDS on time, KTDS will be entitled to suspend the performance of the Agreement and charge the resulting costs to the Client in accordance with the usual rates.

5.6 Liability for Information Accuracy: KTDS is not liable for damage of any nature whatsoever caused by KTDS based on incorrect and/or incomplete information or documentation provided by the Client.

Article 6 – Contract term and term of performance

6.1 Contract Duration: The Agreement is entered into for an indefinite period of time, unless the nature of the Agreement dictates otherwise or the parties have expressly agreed otherwise in writing.

6.2 Performance Term: If a period has been agreed between KTDS and the Client in connection with the performance of the Work, this term will only apply by approximation unless expressly agreed otherwise in writing. KTDS offers no warranty whatsoever with regard to agreed delivery times, and late delivery does not entitle the Client to damages, termination of the Agreement, or suspension of any obligation vis-à-vis KTDS.

6.3 Postponement and Cancellation: In the event that the planning for the manufacture of the Work is postponed for any reason, other than as a result of force majeure, the parties will draw up a new production schedule as soon as possible, unless the postponement must be considered a cancellation. The costs related to the postponement will be borne by the party that requested or can be held responsible for the postponement, with the hours already worked by KTDS being paid in full. If the postponement is a cancellation, all demonstrable costs or hours must be paid by the cancelling party to the other party.

Article 7 – Fee and costs

7.1 Fee Agreement: The Parties may agree on a fixed Fee when the Agreement is concluded.

7.2 Fee Calculation: If no fixed Fee has been agreed, the Fee will be determined based on the hours actually worked. The Fee will be calculated in accordance with KTDS’s usual hourly rates applicable for the period in which the Work was performed.

7.3 Minimum Booking Policy: Please note that for services billed on an hourly basis, the minimum charge is for two hours, regardless of the task size.

7.4 Surcharge for Special Timing: KTDS reserves the right to charge a surcharge if, at the Client’s request, KTDS performs all or part of its Work in the evening or on weekends.

7.5 Payment Structure:

Projects and offers up to €3,000 are due within 14 days after delivery unless otherwise stated or negotiated.
For amounts exceeding €3,000 but not exceeding €20,000, fees will be payable in instalments as agreed upon in the initial contract. In the absence of a specific installment agreement, payments will be divided into installments of €3,000 each, invoiced when this amount is reached during the project and due within 14 days after invoicing.
For amounts above €20,000, fees will be payable in five equal monthly instalments starting from the commencement of the work.

7.6 Adjustments in Fee: If it becomes reasonably apparent during the performance of the Work that KTDS cannot be expected to perform the agreed Work against the Fee originally agreed, KTDS will be entitled to increase the Fee.

7.7 Price Adjustment: KTDS is entitled to set off any price changes that have occurred after the Agreement has been concluded with the Client.

Article 8 – Payment

8.1 Invoice Terms: The Client is obliged to pay all invoices from KTDS within the invoice term; however, in the absence thereof, within 30 days at the latest. Objections to the amount of the invoices will not suspend the Client’s payment obligation vis-à-vis KTDS.

8.2 Consequences of Late Payment:

If the Client fails to pay within the term referred to in Article 8.1, the Client will be in default by operation of law. In that case, the Client will owe KTDS interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest will apply.
The interest on the payable amount will be calculated from the time the Client is in default until such time the entire amount owed has been paid.
Additionally, KTDS may charge the Client with collection costs incurred due to late payments.

8.3 Additional Provisions: If specific pre-conditions apply, such as failed or late payments from previous projects, KTDS is entitled to require the full payment upfront for a given project.

Article 9 – Complaints

9.1 Complaint Notification: The Client must report complaints about the Work to KTDS in writing within eight (8) days of discovery, but no later than fourteen (14) days after completion of the relevant Work. Such a notice of default must contain a description of the shortcoming asserted by the Client in as much detail as possible, so that KTDS is able to respond adequately.

9.2 Complaint Handling:

If, in the opinion of KTDS, a complaint is well-founded, KTDS will provide the Client the opportunity to have the Work revised and/or corrected.
In the event that, according to objective standards, revision is no longer possible and the complaint is deemed justified, KTDS will take appropriate actions which may include partial refunds, discounts on future services, or other compensatory measures as deemed appropriate by KTDS.
KTDS’s liability for complaints about the Work will be limited to the provisions set forth in Article 10 of these General Terms and Conditions.

Article 10 – Liability

10.1 Limitation of Liability: Given the nature of the Work and the subjective assessment factors that are involved, KTDS is not liable for any damage suffered by the Client as a result of KTDS’s conduct in the performance of the Agreement or otherwise, except in the case of intent or gross negligence on the part of KTDS.

10.2 Extent of Liability:

In the event that KTDS is found liable for any damage, the damage that KTDS is obliged to compensate will not exceed the invoice value of the Work, the defect in which was the cause of the damage.
If it cannot be established which portion of the Work caused the damage, the compensation will not exceed the invoice value of the services provided by KTDS at the time the event giving rise to the damage occurred, minus the direct costs incurred for these services.

10.3 Third-Party Claims:

The Client indemnifies KTDS against all third-party claims for damage related to or resulting from the Agreement.
This indemnity covers all forms of claims, including those involving intellectual property infringements and other statutory violations.

10.4 Subcontractors and Agents: The exclusions and limitations of liability mentioned in this article, as well as the indemnities, are also stipulated for the benefit of all employees, subcontractors, agents, and other third parties engaged by KTDS in the execution of the Work.

10.5 Liability of Third Parties: The liability of KTDS concerning work assigned to third parties will be limited to the extent that the third party effectively indemnifies KTDS.

Article 11 – Intellectual property

11.1 Rights Acquisition: The Client acquires an exclusive license to use the Work produced by KTDS for the benefit of the Client in the manner determined in advance by the parties for the project as stated in the Agreement, but only after the Client has fulfilled all its payment obligations and only if the Agreement has not been terminated prematurely.

11.2 Additional Licensing Fees: If and insofar as the parties have not agreed otherwise, the Client is obliged – for every further project (or, as the case may be, every subsequent product) in which the Work produced by KTDS is used and of which the overall impression does not differ – to pay an additional license fee. This fee will be negotiated based on the specifics of the new project or product usage.

11.3 Expansion of Rights: KTDS and the Client may stipulate in writing pursuant to the Agreement that the rights referred to in Article 11.1 will be expanded, taking into account the specific requirements of the new or expanded use of the Work.

11.4 Ownership and Restrictions: All documents provided by KTDS, such as reports, advice, agreements, designs, drafts, software, etc., remain the property of KTDS and may not be reproduced, disclosed, or brought to the notice of third parties by the Client (in whole or in part) without the prior written consent of KTDS.

11.5 Prohibited Modifications: The Client is not permitted – without the prior written consent of KTDS – to make changes to the designs or drafts of KTDS or have them made by third parties.

11.6 Use Restrictions: The Client is not entitled – without the prior written consent of KTDS – to use elements from the drafts, working drawings, illustrations, renders, prototypes, models, designs, and/or design sketches created by KTDS, whether in a combination other than as expressly provided in the Agreement.

11.7 Knowledge Use: KTDS reserves the right to use the knowledge gained as a result of performing the Work for other purposes, as long as this does not involve disclosing confidential information to third parties.

11.8 Promotion Rights: KTDS is entitled to sign and/or use everything produced by KTDS in the context of the Agreement to promote its own organization and services. This includes the right to display such works in KTDS’s portfolio, on its website, in presentations, and in other marketing materials, unless otherwise agreed upon in writing with the Client.

Article 12 – Force majeure

12.1 Definition: Force majeure is understood to mean any circumstance on the basis of which (further) performance of the Agreement by KTDS cannot reasonably be required. This includes, but is not limited to, loss of data due to computer failure, virus infection or computer hacking by third parties, machine breakdown, other calamities, illness, pandemics, government actions, environmental disturbances, and any unforeseen circumstances that prevent or limit the business operations of KTDS.

12.2 Suspension and Termination: If KTDS is prevented by force majeure from performing the Work in whole or in part, KTDS has the right, without judicial intervention, to suspend the performance of the Work or to consider the Agreement terminated in whole or in part, at its discretion, without KTDS being obliged to compensate any damage suffered by the Client.

12.3 Partial Performance: If KTDS has partially complied with its obligations vis-à-vis the Client at the time of the occurrence of force majeure and has performed (partial) Work that has independent value, KTDS will be entitled to invoice the relevant Work separately. In that case, the Client will be obliged to pay the relevant invoice from KTDS.

Article 13 – Indemnification

13.1 Third-Party Claims: The Client indemnifies KTDS against third-party claims with regard to intellectual property rights to materials or data provided by the Client that are used in the performance of the Agreement. This includes ensuring that all such materials or data do not infringe on the rights of any third party.

13.2 Data and Software Integrity: If the Client provides KTDS with information carriers, electronic files, or software, etc., the Client guarantees that the data carriers, electronic files, or software are free of viruses and defects. The Client is responsible for ensuring the integrity and security of their provided materials.

Article 14 – Confidentiality

14.1 Confidential Information: The parties are obliged to observe confidentiality with regard to all confidential information they have received from each other or from another source in the context of the Agreement. Information is deemed confidential if it has been designated as such by the other party or if the confidential nature of the information is evident from the circumstances.

14.2 Obligation to Withhold Disclosure: If KTDS, pursuant to a statutory provision or a court order, is obliged to provide confidential information to third parties designated by law or by a competent court, and cannot invoke a legally recognized right to refuse to give evidence, KTDS will not be obliged to pay damages or compensation, and the Client will not be entitled to terminate the Agreement on the grounds of any damage claimed to have been caused by such disclosure.

Article 15 – Termination

15.1 Grounds for Termination: KTDS is entitled to terminate (“ontbinden”) the Agreement in whole or in part, without notice of default and obligation to pay damages, or – at its own discretion – to suspend the further performance of the Agreement if:

a) The Client is declared bankrupt;

b) The Client applies for a suspension of payments;

c) The Client proceeds to liquidate its business;

d) The Client is placed under guardianship or dies; or

e) The Client fails to comply with any statutory obligation vis-à-vis KTDS or any obligation ensuing from the Agreement.

15.2 Immediate Demand for Payment: If any of the circumstances mentioned in Article 15.1 occur, KTDS will be entitled to demand immediate payment of the Fee owed by the Client to KTDS in full.

15.3 Notification Obligation: The Client is obliged to inform KTDS immediately if any of the circumstances described in Article 15.1 occur. In the event that a circumstance under Article 15.1(e) occurs, the Client will be in default by operation of law, and any debt to KTDS will be immediately due and payable.

Article 16 – Transfer

The Client is not entitled to transfer all or part of the rights and obligations ensuing from the Agreement concluded under these General Terms and Conditions to third parties, except with the prior written consent of KTDS. This provision ensures that KTDS maintains control over the contractual relationships and any subsequent changes, which is crucial for managing the integrity and expectations of the contractual obligations.

Article 17 – Applicable law and competent court

17.1 Effective Date: These General Terms and Conditions are in effect as of 01.01.2024.

17.2 Null and Void Provisions: If at any time one or more provisions of these General Terms and Conditions are null and void or nullified in whole or in part, the other provisions of this Agreement will continue to apply in full. In that case, KTDS and the Client will enter into consultation with the aim of agreeing on new provisions to replace the null and void or nullified provisions, taking into account the purpose of the original provisions as much as possible.

17.3 Governing Law: The legal relationship between the Client and KTDS is governed by Dutch law.

17.4 Jurisdiction: All disputes between the Client and KTDS that may arise as a result of or in connection with the Agreement will be submitted to the competent court in Amsterdam, to the exclusion of all others.