This page has been translated into English from Dutch. the Dutch conditions are therefore leading.
Definitions
1. Twirlphoto, established in Lelystad. twirlphoto.nl.
2. Customer: the person with whom Twirlphoto has entered into an agreement, also the acceptor of these general terms and conditions.
3. Parties: Twirlphoto and customer together.
4. Consumer: a customer who is also an individual and who acts as a private person.
5. Quotation: all offers from Twirlphoto to (legal) persons with which it is intended to enter into an agreement.
6. Agreement: the assignment agreement between Twirlphoto and the customer.
7. Assignment: the service or product that will be delivered by Twirlphoto.
8. Cancellation: termination or dissolution of the agreement.
9. Written: electronic communication such as e-mail, provided that the identity of the sender and the authenticity of the communication are sufficiently established. The burden of proof regarding receipt of electronic communication lies with the customer at all times.
10. Use: reproduction and/or publication within the meaning of the Copyright Act 1912 (Aw)
11. Photographic works (also: Works): photographic works as referred to in Article 10 paragraph 1 sub 9 Aw, or other works within the meaning of the Aw, which can be equated with the photographic works referred to.
Applicability of general terms and conditions
1. These terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Twirlphoto.
2. Parties can only deviate from these terms and conditions if they have expressly agreed so in writing.
3. The parties expressly exclude the applicability of (additional and/or deviating) general terms and conditions of the customer or of third parties.
Acceptance
1. The customer must accept the offer explicitly and in writing. If the customer fails to do so, but nevertheless agrees, or at least gives the impression, that Twirlphoto performs work within the framework of the agreement, then the offer is considered to be accepted.
2. Upon acceptance of a quotation or offer, Twirlphoto reserves the right to withdraw the quotation or offer within 3 days of receipt of the acceptance, without the customer being able to derive any rights from this.
3. Twirlphoto reserves the right to refuse an order if new information becomes available after acceptance that makes execution unacceptable for Twirlphoto.
4. After acceptance, the agreement can only be changed by mutual consent. In that case, Twirlphoto is entitled to adjust the price owed for the agreement.
Cancellation of the order
1. In the event of cancellation of an order by a consumer up to 24 hours before the agreed day and time, no costs will be charged. In case of cancellation within 24 hours before the agreed day and time, € 25 will be charged.
2. Consumers may at all times reschedule the appointment against payment of € 12.50.
Execution of the assignment
1. Twirlphoto will carry out the assignment to the best of its knowledge and ability and in accordance with the requirements of good workmanship, in the style in which Twirlphoto usually works.
2. Twirlphoto makes every effort and will act to the best of its ability in the given and existing circumstances during the photo shoot and/or report.
3. The execution of the order takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer.
4. The customer is obliged to do everything that is reasonably necessary and desirable to enable a timely and correct execution of the assignment.
5. If the customer has not ensured that Twirlphoto can start the execution of the agreement in time, the resulting additional costs and/or extra hours will be borne by the customer.
6. The customer undertakes to make the circumstances for Twirlphoto as favorable as possible and to take measures where necessary, including, but not limited to, instructing other attendees.
7. Group photos and other photos specifically requested by the customer can only be produced by Twirlphoto if the circumstances permit, there is sufficient time available and the customer takes sufficient measures to enable the production of these images, including but not only designating important persons.
8. Twirlphoto emphatically does not guarantee that all photos desired by the customer are actually delivered.
9. Twirlphoto delivers the images in its usual style, whereby a global image optimization is applied to, among other things, light, colour, contrast and crop. Twirlphoto will hereby only perform some post-processing to remove or reduce existing elements in the photo, including, but not limited to, eliminating or reducing disruptive elements in the environment and matters of a temporary nature.
10. Post-processing outside of this is only after consultation with Twirlphoto and may entail additional costs.
Locations
1. For all photography on location, such as animal photography, nature photography or company photography, the customer is responsible for choosing the final location for the photo shoot. Twirlphoto is of course happy to think along and can advise the customer in this.
2. The customer is responsible for finding an alternative in bad weather, if the customer does not wish to have photos taken outside in that case.
Prices
1. All prices that Twirlphoto uses are in euros, include VAT and exclude any other costs such as administration costs, levies and travel, shipping or transport costs, unless explicitly stated otherwise or agreed otherwise.
2. All prices that Twirlphoto charges for its products or services, on its website or that are otherwise made known, Twirlphoto can change at any time.
3. Increases in the cost prices of products or parts thereof, which Twirlphoto could not foresee at the time of making the offer or the conclusion of the agreement, may give rise to price increases.
4. The consumer has the right to dissolve an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation.
5. The price with regard to a service is determined by Twirlphoto on the basis of the hours actually spent.
6. The price is calculated according to Twirlphoto's usual hourly rates, applicable for the period in which it performs the work, unless a different hourly rate has been agreed.
7. If the parties have agreed on a total amount for a service provided by Twirlphoto, this is always a target price, unless the parties have expressly agreed in writing on a fixed price, which cannot be deviated from.
8. Twirlphoto is entitled to deviate up to 10% from the target price.
9. If the target price is more than 10% higher, Twirlphoto must inform the customer in good time why a higher price is justified.
10. If the target price is more than 10% higher, the customer has the right to cancel the part of the order that exceeds the target price plus 10%.
11. Twirlphoto has the right to adjust the prices annually.
12. Twirlphoto will communicate price adjustments to the customer prior to their commencement.
13. The consumer has the right to cancel the agreement with Twirlphoto if he does not agree with the price increase.
Postage costs
1. Shipping costs are for the account of the customer, unless the parties have agreed otherwise.
Parking permit
1. The customer is responsible for arranging a parking permit if this is required. If there is paid parking, the customer will ensure that the parking app is activated. The additional costs incurred by taking out a permit or paying the parking costs are for the customer at all times.
Payments and payment term
1. The customer must pay invoices to Twirlphoto within 1 day of the invoice date, unless the parties have made other agreements about this or a different payment term is stated on the invoice.
2. When entering into the agreement for the delivery of a product, Twirlphoto may require a down payment of up to 50% of the agreed amount.
3. Payment terms are regarded as strict payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default and in default, without Twirlphoto having to send the customer a demand or notice of default.
4. Twirlphoto reserves the right to make a delivery conditional on immediate payment or to demand a security for the total amount of the services or products.
Consequences of not paying on time
1. If the customer does not pay within the agreed term, Twirlphoto is entitled to charge the statutory interest of 2% per month for non-commercial transactions from the day the customer is in default, whereby part of a month for a whole month is calculated.
2. If the customer is in default, he also owes extrajudicial collection costs and any compensation to Twirlphoto.
3. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
4. If the customer does not pay on time, Twirlphoto may suspend its obligations until the customer has fulfilled its payment obligation.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, Twirlphoto's claims against the customer are immediately due and payable.
6. If the customer refuses to cooperate with the execution of the agreement by Twirlphoto, he is still obliged to pay the agreed price to Twirlphoto.
Retention of title
1. Twirlphoto remains the owner of all delivered products until the customer has fully complied with all his payment obligations towards Twirlphoto on the basis of any agreement concluded with Twirlphoto, including claims regarding failure to perform.
2. Until that time, Twirlphoto can invoke its retention of title and take back the goods.
3. Before ownership has passed to the customer, the customer may not pledge, sell, alienate or otherwise encumber the products.
4. If Twirlphoto invokes its retention of title, the agreement is deemed to have been dissolved and Twirlphoto has the right to claim compensation, lost profit and interest.
Delivery
1. Unless otherwise agreed, Twirlphoto only uses estimated delivery times.
2. Digital files with Photographic Works are delivered in consultation and in a manner agreed by both parties and are at the risk of the customer from the moment of shipment. If no delivery time has been agreed, it will be determined in reasonableness by Twirlphoto.
3. Unless otherwise agreed, delivery takes place digitally.
4. Digital files are supplied in jpeg only, as per the order in low or high resolution.
5. It is not permitted to place digital images online or have them printed other than those supplied, for example edited and cropped. If digital files are printed elsewhere, Twirlphoto is not liable for the quality of the print.
Intellectual Property and License
1. Twirlphoto retains all intellectual property rights (including copyright, patent law, trademark law, drawing and model law, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, models, etc. unless the parties have agreed otherwise in writing.
2. Each agreement also includes the license described in this article with regard to the Works of Twirlphoto, unless otherwise agreed.
3. The customer obtains from Twirlphoto a non-exclusive license for an indefinite period of time to reproduce the works, but not to edit them, for their own use and to make them public within the domestic circle.
4. The Works may only be made public under the clearly visible name of Twirlphoto.
5. Unless otherwise agreed, the customer is not authorized to grant sub-licences to third parties, nor to transfer its own license.
6. The customer is expressly not entitled to use or trade the photos for business or commercial purposes, at least for other purposes outside the domestic circle, without Twirlphoto's prior written permission.
7. The customer must request written permission to submit a photo for competitions and publications by third parties.
8. The customer must observe the personality rights of Twirlphoto, as stated in Article 25 Aw.
9. Digital or analog editing or changing of delivered Works is not permitted without the prior written permission of the photographer.
10. Twirlphoto reserves the right to use the Works for business and commercial purposes and for publications, including, but not limited to, website and weblog, portfolio, advertisements, social media, magazine articles, in printed matter, exhibition material and demonstration material. If the customer does not want to see a specific photo online, this can be discussed with Twirlphoto.
Third party rights
1. The customer who makes a Work public is responsible, to the exclusion of others, for obtaining permission from the portrayed and/or other entitled parties. The customer indemnifies Twirlphoto against all claims in this regard and further.
2. Twirlphoto is obliged to cooperate to the best of its ability in tracing the persons referred to in this article.
Co-photographing
1. Besides Twirlphoto, no other professional photographers will be hired for the assignment in question.
2. Other persons present are allowed to take pictures, but without hindering the photographer of Twirlphoto.
3. If the customer hires a professional videographer, the customer will indicate whether Twirlphoto or videographer should capture the moments when it is not possible to work together from the best point.
4. Twirlphoto is allowed to bring a third party in the capacity of assistant, trainee or 2nd shooter. No rights can be derived from this and this entails no additional costs for the customer.
Guarantee
1. When the parties have entered into an agreement with a service-providing nature, this only contains an obligation of effort for Twirlphoto and therefore no obligation of result.
2. The warranty with regard to products only applies to defects caused by faulty manufacture, construction or material.
3. The warranty does not apply in the event of normal wear and tear and damage resulting from accidents, changes made to the product, negligence or incompetent use by the customer, as well as when the cause of the defect cannot be clearly determined.
4. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties transfers to the customer at the time when these are legally and/or actually delivered, or at least come under the control of the customer or from a third party who takes delivery of the product on behalf of the customer.
Information provided by the customer
1. The customer makes all information, data and documents relevant for the correct execution of the agreement available to Twirlphoto in a timely manner and in the desired form and manner.
2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, insofar as the nature of the agreement does not dictate otherwise.
3. If and insofar as the customer requests this, Twirlphoto will return the relevant documents.
4. If the customer does not provide the information, data or documents reasonably required by Twirlphoto, not in time or properly, and the execution of the agreement is delayed as a result, the resulting additional costs and extra hours will be borne by the customer.
Copyright and Other Intellectual Property Infringement
1. Any use of a Twirlphoto Work that has not been agreed upon is considered an infringement of the copyright or other intellectual property of Twirlphoto.
2. In the event of infringement, Twirlphoto is entitled to compensation amounting to at least three times the license fee usually charged by Twirlphoto for such a form of use.
3. In addition, the customer forfeits an amount of 5% of the compensation referred to in paragraph 2 for each day that the violation continues.
4. No prior notice of default or legal proceedings are required for the forfeiture of this fine. There is also no need for any kind of damage.
5. Forfeiture of the compensation referred to in the second paragraph of this article does not affect Twirlphoto's other rights, including its right to claim compensation in addition to the fine.
Complaints
1. The customer must examine a product or service provided by Twirlphoto as soon as possible for any shortcomings.
2. If a delivered product or service does not correspond to what the customer could reasonably expect from the agreement, the customer must inform Twirlphoto of this as soon as possible, but in any case within 14 days after delivery of the product or service. to set. The customer can send an email to info@twirlphoto.nl.
3. The customer provides as detailed a description as possible of the shortcoming, so that Twirlphoto is able to respond adequately.
4. The customer must demonstrate that the complaint relates to an agreement between the parties.
5. If a complaint relates to ongoing work, this can in any case not lead to Twirlphoto being obliged to perform other work than has been agreed.
Notice of default
1. The customer must notify Twirlphoto of any notice of default in writing.
2. It is the customer's responsibility that a notice of default actually reaches Twirlphoto (in time).
Joint and several liability customer
If Twirlphoto enters into an agreement with several customers, each of them is jointly and severally liable for the full amounts that they owe to Twirlphoto under that agreement.
Liability Twirlphoto
1. Twirlphoto is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or willful recklessness.
2. If Twirlphoto is liable for any damage, it is only liable for direct damage arising from or related to the execution of an agreement.
3. Twirlphoto is never liable for indirect damage, such as consequential damage, lost profit, lost savings or damage to third parties.
4. If Twirlphoto is liable, this liability is limited to the amount that is paid out by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount to which the liability relates.
5. All images, photos, colours, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Expiration period for compensation
Any right of the customer to compensation from Twirlphoto expires in any case 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.
Right of dissolution
1. The customer has the right to dissolve the agreement if Twirlphoto imputably fails to fulfill its obligations, unless this shortcoming does not justify termination due to its special nature or minor significance.
2. If the fulfillment of the obligations by Twirlphoto is not permanently or temporarily impossible, dissolution can only take place after Twirlphoto is in default.
3. Twirlphoto has the right to dissolve the agreement with the customer if the customer does not fully or not timely fulfill his obligations under the agreement, or if Twirlphoto has taken cognizance of circumstances that give it good grounds to fear that the customer will not be able to properly fulfill its obligations.
Force of the majority
1. In addition to the provisions of article 6:75 of the Dutch Civil Code, a failure by Twirlphoto in the fulfillment of any obligation with regard to the customer cannot be attributed to Twirlphoto in a situation independent of the will of Twirlphoto, as a result of which the fulfillment of its obligations towards the customer is wholly or partially prevented or as a result of which the fulfillment of its obligations cannot reasonably be expected from Twirlphoto.
2. The force majeure situation referred to in paragraph 1 also includes - but is not limited to: a state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom outages; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
3. If a force majeure situation occurs as a result of which Twirlphoto cannot fulfill 1 or more obligations to the customer, those obligations will be suspended until Twirlphoto can meet them again.
4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
5. Twirlphoto does not owe any (damage) compensation in a force majeure situation, even if it benefits from any advantage as a result of the force majeure situation.
Amendment of the agreement
If after the conclusion of the agreement it appears necessary for its implementation to change or supplement its content, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
Change of terms and conditions
1. Twirlphoto is entitled to change or supplement these general terms and conditions.
2. Changes of minor importance can be made at any time.
3. Twirlphoto will discuss major substantive changes with the customer in advance as much as possible.
4. Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.
Transfer of rights
1. Rights of the customer under an agreement between the parties cannot be transferred to third parties without the prior written consent of Twirlphoto.
2. This provision applies as a stipulation with property law effect as referred to in Section 3:83(2) of the Dutch Civil Code.
Consequences of nullity or voidability
1. If one or more provisions of these general terms and conditions prove to be invalid or voidable, this will not affect the other provisions of these terms and conditions.
2. In that case, a provision that is void or annullable will be replaced by a provision that comes closest to what Twirlphoto had in mind when drafting the conditions on that point.
Applicable law and competent court
1. Only Dutch law applies to every agreement between the parties.
2. The Dutch court in the district where Twirlphoto is located has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.
Prepared on May 25, 2022.
Definitions
1. Twirlphoto, established in Lelystad. twirlphoto.nl.
2. Customer: the person with whom Twirlphoto has entered into an agreement, also the acceptor of these general terms and conditions.
3. Parties: Twirlphoto and customer together.
4. Consumer: a customer who is also an individual and who acts as a private person.
5. Quotation: all offers from Twirlphoto to (legal) persons with which it is intended to enter into an agreement.
6. Agreement: the assignment agreement between Twirlphoto and the customer.
7. Assignment: the service or product that will be delivered by Twirlphoto.
8. Cancellation: termination or dissolution of the agreement.
9. Written: electronic communication such as e-mail, provided that the identity of the sender and the authenticity of the communication are sufficiently established. The burden of proof regarding receipt of electronic communication lies with the customer at all times.
10. Use: reproduction and/or publication within the meaning of the Copyright Act 1912 (Aw)
11. Photographic works (also: Works): photographic works as referred to in Article 10 paragraph 1 sub 9 Aw, or other works within the meaning of the Aw, which can be equated with the photographic works referred to.
Applicability of general terms and conditions
1. These terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Twirlphoto.
2. Parties can only deviate from these terms and conditions if they have expressly agreed so in writing.
3. The parties expressly exclude the applicability of (additional and/or deviating) general terms and conditions of the customer or of third parties.
Acceptance
1. The customer must accept the offer explicitly and in writing. If the customer fails to do so, but nevertheless agrees, or at least gives the impression, that Twirlphoto performs work within the framework of the agreement, then the offer is considered to be accepted.
2. Upon acceptance of a quotation or offer, Twirlphoto reserves the right to withdraw the quotation or offer within 3 days of receipt of the acceptance, without the customer being able to derive any rights from this.
3. Twirlphoto reserves the right to refuse an order if new information becomes available after acceptance that makes execution unacceptable for Twirlphoto.
4. After acceptance, the agreement can only be changed by mutual consent. In that case, Twirlphoto is entitled to adjust the price owed for the agreement.
Cancellation of the order
1. In the event of cancellation of an order by a consumer up to 24 hours before the agreed day and time, no costs will be charged. In case of cancellation within 24 hours before the agreed day and time, € 25 will be charged.
2. Consumers may at all times reschedule the appointment against payment of € 12.50.
Execution of the assignment
1. Twirlphoto will carry out the assignment to the best of its knowledge and ability and in accordance with the requirements of good workmanship, in the style in which Twirlphoto usually works.
2. Twirlphoto makes every effort and will act to the best of its ability in the given and existing circumstances during the photo shoot and/or report.
3. The execution of the order takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer.
4. The customer is obliged to do everything that is reasonably necessary and desirable to enable a timely and correct execution of the assignment.
5. If the customer has not ensured that Twirlphoto can start the execution of the agreement in time, the resulting additional costs and/or extra hours will be borne by the customer.
6. The customer undertakes to make the circumstances for Twirlphoto as favorable as possible and to take measures where necessary, including, but not limited to, instructing other attendees.
7. Group photos and other photos specifically requested by the customer can only be produced by Twirlphoto if the circumstances permit, there is sufficient time available and the customer takes sufficient measures to enable the production of these images, including but not only designating important persons.
8. Twirlphoto emphatically does not guarantee that all photos desired by the customer are actually delivered.
9. Twirlphoto delivers the images in its usual style, whereby a global image optimization is applied to, among other things, light, colour, contrast and crop. Twirlphoto will hereby only perform some post-processing to remove or reduce existing elements in the photo, including, but not limited to, eliminating or reducing disruptive elements in the environment and matters of a temporary nature.
10. Post-processing outside of this is only after consultation with Twirlphoto and may entail additional costs.
Locations
1. For all photography on location, such as animal photography, nature photography or company photography, the customer is responsible for choosing the final location for the photo shoot. Twirlphoto is of course happy to think along and can advise the customer in this.
2. The customer is responsible for finding an alternative in bad weather, if the customer does not wish to have photos taken outside in that case.
Prices
1. All prices that Twirlphoto uses are in euros, include VAT and exclude any other costs such as administration costs, levies and travel, shipping or transport costs, unless explicitly stated otherwise or agreed otherwise.
2. All prices that Twirlphoto charges for its products or services, on its website or that are otherwise made known, Twirlphoto can change at any time.
3. Increases in the cost prices of products or parts thereof, which Twirlphoto could not foresee at the time of making the offer or the conclusion of the agreement, may give rise to price increases.
4. The consumer has the right to dissolve an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation.
5. The price with regard to a service is determined by Twirlphoto on the basis of the hours actually spent.
6. The price is calculated according to Twirlphoto's usual hourly rates, applicable for the period in which it performs the work, unless a different hourly rate has been agreed.
7. If the parties have agreed on a total amount for a service provided by Twirlphoto, this is always a target price, unless the parties have expressly agreed in writing on a fixed price, which cannot be deviated from.
8. Twirlphoto is entitled to deviate up to 10% from the target price.
9. If the target price is more than 10% higher, Twirlphoto must inform the customer in good time why a higher price is justified.
10. If the target price is more than 10% higher, the customer has the right to cancel the part of the order that exceeds the target price plus 10%.
11. Twirlphoto has the right to adjust the prices annually.
12. Twirlphoto will communicate price adjustments to the customer prior to their commencement.
13. The consumer has the right to cancel the agreement with Twirlphoto if he does not agree with the price increase.
Postage costs
1. Shipping costs are for the account of the customer, unless the parties have agreed otherwise.
Parking permit
1. The customer is responsible for arranging a parking permit if this is required. If there is paid parking, the customer will ensure that the parking app is activated. The additional costs incurred by taking out a permit or paying the parking costs are for the customer at all times.
Payments and payment term
1. The customer must pay invoices to Twirlphoto within 1 day of the invoice date, unless the parties have made other agreements about this or a different payment term is stated on the invoice.
2. When entering into the agreement for the delivery of a product, Twirlphoto may require a down payment of up to 50% of the agreed amount.
3. Payment terms are regarded as strict payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default and in default, without Twirlphoto having to send the customer a demand or notice of default.
4. Twirlphoto reserves the right to make a delivery conditional on immediate payment or to demand a security for the total amount of the services or products.
Consequences of not paying on time
1. If the customer does not pay within the agreed term, Twirlphoto is entitled to charge the statutory interest of 2% per month for non-commercial transactions from the day the customer is in default, whereby part of a month for a whole month is calculated.
2. If the customer is in default, he also owes extrajudicial collection costs and any compensation to Twirlphoto.
3. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
4. If the customer does not pay on time, Twirlphoto may suspend its obligations until the customer has fulfilled its payment obligation.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, Twirlphoto's claims against the customer are immediately due and payable.
6. If the customer refuses to cooperate with the execution of the agreement by Twirlphoto, he is still obliged to pay the agreed price to Twirlphoto.
Retention of title
1. Twirlphoto remains the owner of all delivered products until the customer has fully complied with all his payment obligations towards Twirlphoto on the basis of any agreement concluded with Twirlphoto, including claims regarding failure to perform.
2. Until that time, Twirlphoto can invoke its retention of title and take back the goods.
3. Before ownership has passed to the customer, the customer may not pledge, sell, alienate or otherwise encumber the products.
4. If Twirlphoto invokes its retention of title, the agreement is deemed to have been dissolved and Twirlphoto has the right to claim compensation, lost profit and interest.
Delivery
1. Unless otherwise agreed, Twirlphoto only uses estimated delivery times.
2. Digital files with Photographic Works are delivered in consultation and in a manner agreed by both parties and are at the risk of the customer from the moment of shipment. If no delivery time has been agreed, it will be determined in reasonableness by Twirlphoto.
3. Unless otherwise agreed, delivery takes place digitally.
4. Digital files are supplied in jpeg only, as per the order in low or high resolution.
5. It is not permitted to place digital images online or have them printed other than those supplied, for example edited and cropped. If digital files are printed elsewhere, Twirlphoto is not liable for the quality of the print.
Intellectual Property and License
1. Twirlphoto retains all intellectual property rights (including copyright, patent law, trademark law, drawing and model law, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, models, etc. unless the parties have agreed otherwise in writing.
2. Each agreement also includes the license described in this article with regard to the Works of Twirlphoto, unless otherwise agreed.
3. The customer obtains from Twirlphoto a non-exclusive license for an indefinite period of time to reproduce the works, but not to edit them, for their own use and to make them public within the domestic circle.
4. The Works may only be made public under the clearly visible name of Twirlphoto.
5. Unless otherwise agreed, the customer is not authorized to grant sub-licences to third parties, nor to transfer its own license.
6. The customer is expressly not entitled to use or trade the photos for business or commercial purposes, at least for other purposes outside the domestic circle, without Twirlphoto's prior written permission.
7. The customer must request written permission to submit a photo for competitions and publications by third parties.
8. The customer must observe the personality rights of Twirlphoto, as stated in Article 25 Aw.
9. Digital or analog editing or changing of delivered Works is not permitted without the prior written permission of the photographer.
10. Twirlphoto reserves the right to use the Works for business and commercial purposes and for publications, including, but not limited to, website and weblog, portfolio, advertisements, social media, magazine articles, in printed matter, exhibition material and demonstration material. If the customer does not want to see a specific photo online, this can be discussed with Twirlphoto.
Third party rights
1. The customer who makes a Work public is responsible, to the exclusion of others, for obtaining permission from the portrayed and/or other entitled parties. The customer indemnifies Twirlphoto against all claims in this regard and further.
2. Twirlphoto is obliged to cooperate to the best of its ability in tracing the persons referred to in this article.
Co-photographing
1. Besides Twirlphoto, no other professional photographers will be hired for the assignment in question.
2. Other persons present are allowed to take pictures, but without hindering the photographer of Twirlphoto.
3. If the customer hires a professional videographer, the customer will indicate whether Twirlphoto or videographer should capture the moments when it is not possible to work together from the best point.
4. Twirlphoto is allowed to bring a third party in the capacity of assistant, trainee or 2nd shooter. No rights can be derived from this and this entails no additional costs for the customer.
Guarantee
1. When the parties have entered into an agreement with a service-providing nature, this only contains an obligation of effort for Twirlphoto and therefore no obligation of result.
2. The warranty with regard to products only applies to defects caused by faulty manufacture, construction or material.
3. The warranty does not apply in the event of normal wear and tear and damage resulting from accidents, changes made to the product, negligence or incompetent use by the customer, as well as when the cause of the defect cannot be clearly determined.
4. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties transfers to the customer at the time when these are legally and/or actually delivered, or at least come under the control of the customer or from a third party who takes delivery of the product on behalf of the customer.
Information provided by the customer
1. The customer makes all information, data and documents relevant for the correct execution of the agreement available to Twirlphoto in a timely manner and in the desired form and manner.
2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, insofar as the nature of the agreement does not dictate otherwise.
3. If and insofar as the customer requests this, Twirlphoto will return the relevant documents.
4. If the customer does not provide the information, data or documents reasonably required by Twirlphoto, not in time or properly, and the execution of the agreement is delayed as a result, the resulting additional costs and extra hours will be borne by the customer.
Copyright and Other Intellectual Property Infringement
1. Any use of a Twirlphoto Work that has not been agreed upon is considered an infringement of the copyright or other intellectual property of Twirlphoto.
2. In the event of infringement, Twirlphoto is entitled to compensation amounting to at least three times the license fee usually charged by Twirlphoto for such a form of use.
3. In addition, the customer forfeits an amount of 5% of the compensation referred to in paragraph 2 for each day that the violation continues.
4. No prior notice of default or legal proceedings are required for the forfeiture of this fine. There is also no need for any kind of damage.
5. Forfeiture of the compensation referred to in the second paragraph of this article does not affect Twirlphoto's other rights, including its right to claim compensation in addition to the fine.
Complaints
1. The customer must examine a product or service provided by Twirlphoto as soon as possible for any shortcomings.
2. If a delivered product or service does not correspond to what the customer could reasonably expect from the agreement, the customer must inform Twirlphoto of this as soon as possible, but in any case within 14 days after delivery of the product or service. to set. The customer can send an email to info@twirlphoto.nl.
3. The customer provides as detailed a description as possible of the shortcoming, so that Twirlphoto is able to respond adequately.
4. The customer must demonstrate that the complaint relates to an agreement between the parties.
5. If a complaint relates to ongoing work, this can in any case not lead to Twirlphoto being obliged to perform other work than has been agreed.
Notice of default
1. The customer must notify Twirlphoto of any notice of default in writing.
2. It is the customer's responsibility that a notice of default actually reaches Twirlphoto (in time).
Joint and several liability customer
If Twirlphoto enters into an agreement with several customers, each of them is jointly and severally liable for the full amounts that they owe to Twirlphoto under that agreement.
Liability Twirlphoto
1. Twirlphoto is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or willful recklessness.
2. If Twirlphoto is liable for any damage, it is only liable for direct damage arising from or related to the execution of an agreement.
3. Twirlphoto is never liable for indirect damage, such as consequential damage, lost profit, lost savings or damage to third parties.
4. If Twirlphoto is liable, this liability is limited to the amount that is paid out by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount to which the liability relates.
5. All images, photos, colours, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Expiration period for compensation
Any right of the customer to compensation from Twirlphoto expires in any case 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.
Right of dissolution
1. The customer has the right to dissolve the agreement if Twirlphoto imputably fails to fulfill its obligations, unless this shortcoming does not justify termination due to its special nature or minor significance.
2. If the fulfillment of the obligations by Twirlphoto is not permanently or temporarily impossible, dissolution can only take place after Twirlphoto is in default.
3. Twirlphoto has the right to dissolve the agreement with the customer if the customer does not fully or not timely fulfill his obligations under the agreement, or if Twirlphoto has taken cognizance of circumstances that give it good grounds to fear that the customer will not be able to properly fulfill its obligations.
Force of the majority
1. In addition to the provisions of article 6:75 of the Dutch Civil Code, a failure by Twirlphoto in the fulfillment of any obligation with regard to the customer cannot be attributed to Twirlphoto in a situation independent of the will of Twirlphoto, as a result of which the fulfillment of its obligations towards the customer is wholly or partially prevented or as a result of which the fulfillment of its obligations cannot reasonably be expected from Twirlphoto.
2. The force majeure situation referred to in paragraph 1 also includes - but is not limited to: a state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom outages; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
3. If a force majeure situation occurs as a result of which Twirlphoto cannot fulfill 1 or more obligations to the customer, those obligations will be suspended until Twirlphoto can meet them again.
4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
5. Twirlphoto does not owe any (damage) compensation in a force majeure situation, even if it benefits from any advantage as a result of the force majeure situation.
Amendment of the agreement
If after the conclusion of the agreement it appears necessary for its implementation to change or supplement its content, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
Change of terms and conditions
1. Twirlphoto is entitled to change or supplement these general terms and conditions.
2. Changes of minor importance can be made at any time.
3. Twirlphoto will discuss major substantive changes with the customer in advance as much as possible.
4. Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.
Transfer of rights
1. Rights of the customer under an agreement between the parties cannot be transferred to third parties without the prior written consent of Twirlphoto.
2. This provision applies as a stipulation with property law effect as referred to in Section 3:83(2) of the Dutch Civil Code.
Consequences of nullity or voidability
1. If one or more provisions of these general terms and conditions prove to be invalid or voidable, this will not affect the other provisions of these terms and conditions.
2. In that case, a provision that is void or annullable will be replaced by a provision that comes closest to what Twirlphoto had in mind when drafting the conditions on that point.
Applicable law and competent court
1. Only Dutch law applies to every agreement between the parties.
2. The Dutch court in the district where Twirlphoto is located has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.
Prepared on May 25, 2022.