Chamber of Commerce number: 84531002
1.1 When granting an assignment to COYAB, the Client declares that he has read these general terms and conditions carefully and that he agrees to these terms and conditions.
1.2 These conditions can only be deviated from in writing.
1.3 These terms and conditions also apply to offers from COYAB. Each quotation is without obligation and is valid for one month.
1.4 Assignments must be confirmed by the Client by e-mail or in writing. If the Client agrees that COYAB commences the execution of the assignment without this confirmation, the content of the last quotation will be considered as agreed. Verbal agreements and stipulations are only binding for the parties after they have been confirmed in writing or by e-mail. Communications via WhatsApp or comparable messaging services must always be confirmed by e-mail or letter before they are binding between parties.
1.5 Each of the parties can prematurely terminate / dissolve the agreement with immediate effect, without notice, and all amounts due become immediately due and payable, if (for) one of the parties (filed for) suspension of payment or bankruptcy (is filed), is dissolved or goes into liquidation.
1.6 The applicability of the general terms and conditions (of sale) of the Client is expressly excluded.
2.1 COYAB will carry out the assignment independently to the best of its knowledge and ability. The parties explicitly do not enter into employment.
2.2 COYAB makes every effort to carry out the assignment (the advice) carefully and independently, to represent the interests of the Client to the best of its knowledge and to strive for a useful result for the Client, as can be expected of a reasonable and professional company within the industry. If the Client is guided in an act or omission by a concept or oral advice, this will be done entirely at his own expense and risk.
2.3 If and insofar as required for the proper execution of the agreement, COYAB has the right to have work carried out by third parties.
2.4 COYAB can offer and agree on the execution of an assignment per phase or sprint. An assignment and the execution of an assignment can consist of one or more phases. These phases can consist of several sprints (and can contain milestones). Each phase or sprint can always be invoiced separately by COYAB. Before commencing the execution of any phase, COYAB is entitled to demand that all quoted costs and expenses, as well as (a part) of the total budget, must be paid in advance. COYAB has the right to suspend the execution until full payment of the invoices have been received.
2.5 The Client always has the right to request one round of changes / revisions free of charge per phase. For each subsequent revision or change, additional fees will be charged. Additional fees will be based upon the hours worked and the normal hourly rate as stated in the quotation (without any discounts).
2.6 If at the start of the execution of the agreement the assignment description is not clear or incomplete, COYAB will, as part of the assignment, assist the Client in refining or redefining the description.
2.7 In assignments without a clear description and/or phases and the lead time and / or deadline are or become variable, the Client will reimburse the extra hours worked by COYAB at the normal hourly rate. COYAB will describe the resulting changes (or redefine the assignment) and e-mail them to the contact person of the Client.
2.8 If a Client wishes to make changes after acceptance of a phase, COYAB will charge additional costs. The delivery date will also be postponed proportionally, if necessary.
2.9 COYAB is not obliged to perform part of the assignment at the price stated in a quote consisting of various parts.
2.10 If a term has been agreed for the delivery of certain goods or the performance of certain activities, this term is never a final deadline. If a term is exceeded, the Client must always give COYAB a written notice of default and a reasonable period of time must be offered to COYAB to execute the agreement. If any term is exceeded, the parties will enter into consultation as soon as possible.
2.11 The delivery of extra (raw) digital files or files in other file formats is additional work.
2.12 If the execution of the assignment is delayed or interrupted due to circumstances that cannot be attributed to COYAB, the Client is obliged to reimburse any additional costs that this entails. COYAB will try to limit the costs as much as possible.
2.13 Before proceeding with execution, production, reproduction or publication, the parties give each other the opportunity to check and approve the latest models, texts, images, prototypes, or proofs of the result.
2.14 COYAB may refuse a request to change the assignment from the Client if this has a qualitative or quantitative effect on the assignment.
2.15 Unless agreed otherwise, COYAB’s assignment does not include:
a. conducting tests, applying for permits, providing quit claims and assessing whether instructions from the Client meet legal or quality standards;
b. conducting research into the existence of rights, including patent rights, trademark rights, design rights, copyrights or portrait rights of third parties, on all materials supplied by the Client or works that are compulsory to use pertaining to the assignment;
c. conducting research for the Client into the possibility of protection methods as referred to in subsection b.
2.16 At the request of the Client, COYAB arranges and pays the rights of use of the music and sound (and other rights of third parties) at an additional cost in accordance with article 9 of these conditions.
2.17 Deviations in the (final) result are no reason for rejection, discount, compensation, or dissolution of the agreement, if these deviations, taking all circumstances into account, are reasonably of a subordinate role or if the Client has agreed with these deviations.
3.1 COYAB has the right to suspend the assignment until full payment of the invoices has been received.
3.2 COYAB has the right to dissolve the agreement if there are circumstances that make fulfilment of the agreement impossible or if circumstances arise that are of such a nature that (unaltered) maintenance of the agreement cannot reasonably be required of COYAB.
3.3 After dissolution, suspension or cancellation, all claims are immediately due and payable.
3.4. If the client cancels the assignment or agreement in whole or in part without culpable failure on the part of the contractor, or if the contractor dissolves the agreement due to an attributable shortcoming in the fulfilment of the agreement by the client, the client is obliged to pay the contractor in addition to the fee and the costs incurred, with regard to the work performed and the use of materials until then, compensation will be owed, all without prejudice to the contractor’s right to compensation for loss of profit. These fees are immediately due and payable at the time of termination, without any written notice of default being required.
3.5 Conduct of the client based on which the contractor can no longer reasonably be expected to complete the assignment, are in this context also regarded as an attributable shortcoming. The contractor is never liable for compensation to the client as a result of a suspension or dissolution on the basis of this article.
3.6 The compensation referred to in the previous paragraph includes at least the costs ensuing from the commitments entered into by the contractor in its own name with third parties for the fulfilment of the assignment, as well as at least 30 percent of the remaining part of the fee that the client will receive upon full fulfilment of the assignment would be owed. However, any discounts will also expire if the order is cancelled.
3.7 COYAB is never liable to pay compensation to the Client as a result of a suspension or termination under the terms of this article.
4.1 Full and timely cooperation by the Client in the performance of the assignment is necessary in order to achieve the desired end result within the set execution period. The Client shall provide COYAB with all necessary information, documents, reference material, corporate identity elements, photos and other matters within the requested period.
4.2 If it has been agreed that the Client will provide facilities, such as equipment, material or data, these will meet the usual and necessary specifications for the performance of the work.
4.3 If the Client does not provide information or facilities or approval necessary for the implementation of the agreement or if the Client does not provide these on time or not in accordance with the agreements, COYAB has the right to suspend the implementation of the agreement and to charge the resulting additional costs to the Client.
4.4 If the Client does not give COYAB the opportunity to execute the assignment, COYAB is entitled to terminate the agreement. In that case, the Client will owe compensation for the damage suffered, which at least consists of the amount that COYAB would have obtained if it had been enabled to perform properly.
5.1 All prices are in Euros and exclusive of sales tax, other government levies, license fees or production costs of third parties, transport costs, administration costs, shipping costs, travel hours, travel costs and accommodation costs, unless otherwise agreed in writing.
5.2 All invoices will be paid by the Client in accordance with the payment conditions stated on the invoice. In the absence conditions, the Client will pay within fourteen days of the invoice date. Each payment serves to settle the oldest outstanding invoice.
5.3 If the Client does not pay the amounts due within the agreed term, the Client will owe interest equal to the statutory interest without any notice of default being required. If the Client remains in default after a reminder, all resulting (extrajudicial) collection costs are at the expense of the Client, the amount of which is determined at 15% of the total amount due, with a minimum of € 150 excluding VAT. However, if COYAB demonstrates that it had to incur higher costs in order to collect its claim, which were reasonably necessary, then these costs will also be eligible for reimbursement by the Client.
5.4 In the event of liquidation, bankruptcy, attachement, or suspension of payment of the Client, COYAB’s claims against the Client are immediately due and payable.
5.5 With regard to all payments, the Client waives any right of set-off or suspension.
5.6 COYAB is at all times entitled to require the Client to provide security for timely and full payment.
5.7 The Client only becomes the owner of the work when full payment of all invoices sent has been received. Please note: “owner” does not mean that the Client has any copyright and other intellectual property rights.
5.8 COYAB can offer discounts to the Client. Discounts are always subject to certain conditions. If no conditions are stated in the quotation, the following conditions apply:
a. Discounts on hourly rates do not apply to additional work or changes to the assignment.
b. Discounts expire in case of full or partial cancellation of the assignment.
c. Discounts expire in a rights buy-out.
d. Discounts expire if the Client does not or not fully comply with one or more agreements.
e. Discounts always expire if the Client fails to fulfill or fully comply with its payment obligation.
6.1 The intellectual property right to advice, images, proposals, music, sound, techniques, software, source codes, stock material, methods, storyboards, paintings, drawings, treatments, designs, texts or the result of the assignment or parts thereof (works), is vested in and remains with COYAB or its licensors. Without written permission from COYAB, the Client is not permitted, whether or not in modified form:
a. to reproduce or use the work(s) for other projects,
b. to edit the work(s) (or have it/them edited),
c. to change and/or translate the works of have them changed and/or translated,
d. to use the work(s) in whole or in part, in any way other than agreed.
6.2 COYAB may at all times state its name in the publication, design or work. COYAB is also entitled, where appropriate, to state the names of other makers. If COYAB deems it necessary, the Client will provide the work to be published or reproduced with the symbol © with the name of COYAB and the year of the first publication.
6.3 When the Client has fully complied with its obligations under this agreement, he thus obtains the exclusive right to complete publication and reproduction of the work for the scope in accordance with the agreed purpose (use) and duration of the distribution as agreed upon in the assignment or stated in the quotation or invoice.
6.4 The use by the Client is limited to the purpose, the territories, the carrier, the period, the frequency and the media as agreed between the parties. If the parties have not agreed on anything about the use, the right to use is deemed to be a once-only right, limited to use for a maximum period of three months in the Netherlands and to the medium in which the use took place the first time. In the event of other use, reproduction, reuse or wider use of the work or parts thereof, whether or not in an amended form, a further agreement with regard to this use and a fee must always be concluded between the parties.
6.5 If the permission referred to in the previous paragraph has not been given, the Client will in any case owe COYAB the following damages, expressed in percentages of the total amount of the assignment, in the case of:
a. use within Europe (outside the Netherlands): 100% per country.
b. use outside Europe: 200% per country.
c. use in another medium: 200% per medium.
d. use for a longer period: 200% per year, with a minimum of one year, per year.
The damages under a to d can be passed on cumulatively and are immediately due and payable from the moment of any unauthorized use without the need for a notice of default. The compensation does not affect the right of COYAB to take all legal measures against the Client that the (copyright) law offers it, including seizures and judicial prohibitions.
6.6 The Client is not permitted to transfer ownership of the delivered work or parts thereof delivered by COYAB to third parties, to pledge, loan, rent or otherwise make available, or to encumber the work with claims or rights of third parties, unless a full rights buy-out agreement has been signed, or Client has received a prior written consent of COYAB and the Client has fulfilled all (financial) obligations towards COYAB.
6.7 Unless otherwise agreed, COYAB may use the result of the assignment to promote its company and work on its website or otherwise.
7.1 Complaints must be reported to COYAB in writing by the Client within 8 days after discovery, no later than 14 days after completion of the relevant work or delivery. The complaint must contain a description of the shortcoming that is as detailed as possible, so that COYAB is able to respond adequately.
7.2 If a complaint is well-founded, COYAB will still perform the work as agreed, unless this has become demonstrably pointless for the Client in the meantime. The latter must be made known in writing by the Client.
7.3 Exceeding a delivery period does not entitle COYAB to compensation, unless there is a gross attributable shortcoming in the performance by COYAB. In this case, a final deadline must be exceeded, which has been explicitly agreed as such in writing. In that case, the Client can only claim reimbursement of costs incurred relating to the assignment. A compensation consisting of statutory interest and / or default interest, or compensation for loss of profit is explicitly excluded.
7.4 If the parties have agreed on an acceptance test regarding the delivery, the date and time of delivery will be the end of the day / period of the acceptance test. In that case, acceptance by the Client may not be withheld on grounds other than grounds directly related to what the parties have agreed upon with regard to the acceptance test. During the period of the acceptance test and before that, the Client is not permitted to use the delivered goods other than for the test.
7.5 If defects come to light during the acceptance test, the delivery date will be extended by the period necessary to remedy the defects.
7.6 All possible warranty ends when the Client:
– has made changes itself.
– has used the delivered goods other than for the purpose for which it was intended.
– has not followed the manuals and instructions.
7.7 After completion of a project, COYAB can offer support to the Client for a specific period. During this period, COYAB is available during office hours for the number of hours specified in the quotation.
8.1 By accepting these general terms and conditions, the Client / person portrayed gives COYAB permission to use his / her photos and video images for its own promotional purposes and publications, including, but not limited to, website and weblog, portfolio, advertisements, social media, magazine articles, film works and documentaries, in printed matter and exhibition material, unless otherwise agreed. The work with the portrait may be edited and provided with subtitles or music. Objections to the publication of portraits must be made known to COYAB in writing prior to the agreement. Deviating agreements are recorded in writing.
8.2 The Client will ensure that those portrayed who are used in the work by or on behalf of the Client will sign a quit claim in such a way that COYAB is allowed to use his / her photos and video images for promotional purposes and publications, including, but not limited to website and weblog, portfolio, advertisements, social media, magazine articles, film works and documentaries, in printed matter, exhibition material, unless otherwise agreed. The work may be edited and provided with subtitles or music, among other things. Objections to the publication of portraits must be made known to COYAB in writing prior to the agreement.
9.1 For the music and (music) texts used in a (multimedia) product to be delivered by COYAB, the Client must pay a right-of-use fee to copyright organizations such as Buma, SENA, NORMA, Lira, Stichting SYNC or a similar organization. The Client is at all times responsible for the notification, registration and payment of these rights, unless agreed otherwise.
9.2 The duties owed to these organizations are to be regarded as additional costs, if they are not included in the quotation. These costs are the responsibility of the Client.
9.3 These costs, determined by the copyright organization, must be paid by the Client directly or indirectly to this (these) organization (s), unless otherwise agreed.
9.4 At the request of the Client, COYAB arranges and pays the rights of use of the music and sound (and other rights of third parties) as an additional cost. The additional cost can also include the time it takes to arrange the rights and the costs of drawing up the necessary license agreements. For arranging and using the rights, the Client receives and pays (if necessary, periodically) additional invoices. The Client undertakes to adhere to the terms and conditions and restrictions in terms of territory, period and media agreed in the licenses.
10.1 Shipment or delivery of the end product, to whomever or wherever, is at the expense and risk of the Client.
10.2 COYAB is only liable for damage suffered by the Client as a direct result of shortcomings or unlawful acts attributable to him in the execution of the agreement, and not of persons of whom COYAB has involved in the execution.
10.3 Any liability of COYAB for any other form of damage is excluded, including additional compensation in any form, compensation for indirect or consequential damages or damage due to lost profit. COYAB is also in no case liable for losses due to delays, damages due to loss of data, damages due to exceeding delivery terms as a result of changed circumstances, damage as a result of the Client providing inadequate cooperation, information or materials or damage due to information or advice provided by COYAB of which the content does not explicitly form part of the written agreement.
10.4 A condition for any right to compensation to arise is always that the Client has reported the damage to COYAB in writing as soon as reasonably possible after the damage has occurred.
10.5 If COYAB should be liable for any damage, COYAB’s liability is limited to a maximum of half of the invoice amount of the assignment, or at least to that part of the assignment to which the liability relates, with a maximum of € 10,000. Any further liability beyond the liability insurance of COYAB is in any case explicitly excluded.
10.6 COYAB is not liable for damage, of whatever nature, because COYAB has relied on incorrect and / or incomplete information provided by the Client or third parties engaged by COYAB on behalf of the Client, unless this inaccuracy or incompleteness should have been known to COYAB.
10.7 Any liability lapses after the expiry of one year from the moment the assignment has terminated by completion, cancellation or dissolution.
A shortcoming in the fulfilment of any obligation cannot be attributed to the parties if they are prevented from doing so as a result of a circumstance that cannot be attributed to them, nor is it for their account by law, legal act or generally accepted beliefs.
12.1 COYAB indemnifies the Client against claims from third parties due to alleged infringements of their intellectual property rights. With regard to music copyright and other rights of third parties, COYAB indemnifies the Client only against recording the copyright protected works in the production, as agreed in writing with the Client. Client is responsible for acquiring the music rights and other rights of third parties, unless otherwise agreed.
12.2 The Client indemnifies COYAB against claims from third parties arising from the use of the production, explicitly including claims from third parties in cases in which the Client has independently made a certain contribution to the production, for example by prescribing certain actions, objects, texts. et cetera, of which COYAB cannot reasonably assess the damage causing or infringing nature.
12.3 The Client and the third parties engaged by him guarantee that the materials supplied do not infringe any intellectual property rights of third parties and that the material or information supplied is not otherwise unlawful towards third parties.
12.4 Client takes adequate measures against infringement of IP rights by third parties. If the Client fails to take these measures, COYAB is entitled to do so itself without notice of default. All costs and damage on the part of COYAB and third parties that arise as a result, are fully for the account and risk of the Client.
During the term of this agreement and after its termination, parties undertake to maintain strict confidentiality with regard to everything that comes to their knowledge or has come to their knowledge about and in connection with each other’s companies as well as their affiliated companies, the activities and relationships of each other, including the customers. Parties are obliged to treat this information in strict confidence and not to disclose it to third parties.
The Client is not permitted, without written permission from COYAB, during the term of this agreement, up to 1 year after termination of this agreement, to employ employees or subcontractors of COYAB or to have them work directly or indirectly for themselves.
If the Client violates the provisions of articles 13 and 14, he will owe COYAB an immediately due and payable fine of € 50,000 per violation and € 1,000 for each day that the violation continues, without prejudice to COYAB’s right to full compensation (as well as loss of income).
16.1 In the event of publication and / or use of the delivered works and publicity in this regard, the Client will state the name of COYAB [name] as creator and entitled party.
16.2 The parties are allowed to send in the (anonymised) work made for assessment of prizes and festivals. The costs of participation are borne by / are at the expense of the party submitting the work. The prize money will benefit COYAB (where applicable, minus the participation costs).
COYAB’s Privacy Policy applies mutatis mutandis. The Privacy Policy can be found on the website: [website] or will be sent to you free of charge on request.
18.1 The court in Amsterdam has exclusive jurisdiction to hear disputes. Nevertheless, COYAB has the right to submit the dispute to the competent court according to the law.
18.2 The parties will only appeal to the courts after they have made every effort to settle a dispute.
Dutch law applies to every agreement between COYAB and the Client.
20.1 These terms and conditions can also be requested via the COYAB website or via info@coyab.com.
20.2 The most recently filed version or the version that applied at the time of the conclusion of the agreement applies.
20.3 If one or more of the provisions in these general terms and conditions are null and void or should be destroyed, the other provisions of these general terms and conditions will remain fully applicable. COYAB and the Client shall enter into consultations with each other in order to determine replacement provisions, taking into account the purpose and essence of the original provision as much as possible.
20.4 When COYAB obtains goods or services from third parties for its own account 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 regard to the warranty and liability with these third parties also apply to the Client.
COYAB makes every effort to ensure the reliability and accuracy of all published content on the COYAB website. However, inaccuracies may occur. COYAB and its affiliated enterprises are not liable for damages resulting from inaccuracies, problems caused by or inherent in the distribution of information via internet or technical malfunctions.
Amsterdam, 2021