A. General Provisions
Article 1. Definitions
When terms are written with a capital letter in these General Terms and Conditions, they shall have the following meaning:
1. General Terms and Conditions: these general terms and conditions of STUDIO FRM.
2. STUDIO FRM: located in Amsterdam and registered with the Chamber of Commerce under number 80152449.
3. Client: any natural or legal person with whom STUDIO FRM enters into an Agreement, to whom STUDIO FRM has issued a Quotation, made an offer, assumed a commitment, or with whom STUDIO FRM is negotiating the conclusion of an Agreement.
4. Quotation: an offer made by STUDIO FRM to the Client for a specific assignment, briefly describing the services, the prices charged, any additional fees, and supplementary arrangements, as well as any services not included in the price.
5. Framework Agreement: n agreement between STUDIO FRM and the Client entered into with the intention that the Client will provide multiple assignments to STUDIO FRM over an extended period.
6. Agreement: the entirety of arrangements between STUDIO FRM and the Client, as set out in a written (Framework) Agreement and/or Quotation, of which these General Terms and Conditions always form an integral part.
7. References to the singular include the plural and vice versa.
8. “Written” means by (registered) letter, email, or other electronic means of communication (including WhatsApp or Slack) that can be saved and printed as evidence.
Article 2. Applicability of the General Terms and Conditions
1. These General Terms and Conditions shall apply to all offers, requests, Quotations, Agreements and other legal relationships between STUDIO FRM and the Client. Once declared applicable to any Agreement between STUDIO FRM and the Client, these General Terms and Conditions shall also apply to all subsequent agreements between the same parties, unless otherwise agreed in writing.
2. Deviations from and/or additions to these General Terms and Conditions or the Agreement shall only be valid if agreed upon in writing. Oral statements, commitments or promises by STUDIO FRM shall only be binding if and insofar as they have been confirmed in writing by STUDIO FRM.
3. The applicability of any general (purchase) conditions of the Client is hereby expressly rejected and shall not apply to the Agreement.
4. In the event of any inconsistency between the content of the Agreement and these General Terms and Conditions, the provisions of the Agreement shall prevail. In the event of any inconsistency between the content of a Quotation and a Framework Agreement, the provisions of the Quotation shall prevail.
Article 3. The Offer, Formation of Agreement, Framework Agreement, and Exclusivity
1. All offers and Quotations issued by STUDIO FRM are non-binding and subject to confirmation. An offer shall only become binding upon written acceptance by the Client.
2. The Agreement between STUDIO FRM and the Client is concluded when the Framework Agreement or Quotation issued by STUDIO FRM has been signed by the Client, or when the Framework Agreement or Quotation has been expressly approved by the Client by email.
3. Offers and Quotations issued by STUDIO FRM shall not automatically apply to future assignments or Agreements.
4. A Framework Agreement signed by STUDIO FRM and the Client shall not oblige the Client to award assignments to STUDIO FRM, nor shall it oblige STUDIO FRM to perform any services based solely on the Framework Agreement. STUDIO FRM’s obligation to perform services shall only arise upon the Client’s written acceptance of a specific Quotation.
5. If STUDIO FRM and the Client have entered into a Framework Agreement, such Framework Agreement shall automatically apply to all Quotations subsequently issued by STUDIO FRM to the Client, unless explicitly agreed otherwise in writing.
Article 4. Performance of the Agreement - General
1. STUDIO FRM shall perform the Agreement to the best of its knowledge and ability and with due care, in accordance with the standards of good workmanship. The services of STUDIO FRM constitute a best-efforts obligation, not an obligation to achieve a specific result.
2. STUDIO FRM shall at all times be entitled, at its sole discretion, to engage third parties or auxiliary persons in the performance of the Agreement. Such third parties and/or auxiliary persons shall not be parties to the Agreement. STUDIO FRM shall require such parties to perform their services to the best of their ability, with due care, and in accordance with the quality standards applied by STUDIO FRM.
3. All assignments shall be accepted and performed exclusively with the exclusion of the effect of Articles 7:404 (assignment granted with a view to a specific person) and 7:407 paragraph 2 (joint and several liability) of the Dutch Civil Code.
4. STUDIO FRM shall only be able to perform its services properly if all necessary information has been made available by the Client in a timely and complete manner, and if the Client is available for consultation. The Client shall ensure that all information requested by STUDIO FRM is provided on time, in full, and in the requested format, insofar as relevant to the performance of the Agreement. STUDIO FRM shall be entitled to immediately suspend its obligations and/or terminate the Agreement if, in STUDIO FRM’s opinion, the Client fails to comply fully with its obligation to provide information.
5. If, during the performance of the Agreement, the nature, scope or content of the services is materially altered, the originally agreed timeframe for performance may also be adjusted accordingly.
6. The mere exceeding of any agreed deadline shall not constitute a default (breach of contract). In such cases, STUDIO FRM shall be granted a reasonable period to still fulfill its obligations.
Article 5. Prices, Payment, and Collection Costs
1. STUDIO FRM shall be entitled to adjust its prices and rates from time to time, on reasonable grounds and with effect from the beginning of a calendar month. In addition, in the event of changes in cost-determining factors - including but not limited to wages, materials, or third-party costs - STUDIO FRM shall be entitled to pass on such changes to the Client with immediate effect by means of a proportional adjustment of the prices charged. Such adjustments shall not apply to Quotations already accepted by the Client, unless the change in costs is due to unforeseen external circumstances.
2. Payment shall be made within thirty (30) days from the date of invoice, unless otherwise agreed in writing. If the full amount has not been credited to the bank account designated by STUDIO FRM within this period, the Client shall automatically be in default, without any further notice of default being required. As from the date of default, the Client shall owe statutory commercial interest.
3. Payments made by the Client to STUDIO FRM shall first be applied to any extrajudicial collection costs due, then to accrued interest, and finally to outstanding invoices, in order of maturity from oldest to newest.
Article 6. Termination or Dissolution
1. If a Framework Agreement for an indefinite term has been concluded between STUDIO FRM and the Client, either party may terminate the Framework Agreement by giving at least three (3) months’ written notice.
2. If a Framework Agreement for a fixed term has been concluded between STUDIO FRM and the Client, either party may terminate such Framework Agreement prematurely by giving at least two (2) months’ written notice. If neither party gives written notice of termination at least two (2) months before the expiry of the term, the Framework Agreement shall be tacitly renewed for an additional period of one (1) year.
3. A Quotation shall automatically terminate once STUDIO FRM has fully completed the work described in the Quotation and the Client has paid the full amount due. An assignment based on a Quotation signed by both parties cannot be terminated prematurely, unless in the event of force majeure (as referred to in Article 8). In such a case, either party may terminate the assignment with immediate effect.
4. The Client and STUDIO FRM each have the right to terminate the Agreement, or to terminate it prematurely, in the event of a material breach by the other party in the performance of its obligations under the Agreement, provided that such breach has not been remedied within a reasonable period following written notice of default. This right exists regardless of whether the breach is attributable.
5. In any event, both STUDIO FRM and the Client shall be entitled to terminate the Agreement with immediate effect, without prior written notice of default being required, in the event of: (a) (application for) bankruptcy; (b) (application for) suspension of payments; (c) (partial) liquidation; (d) attachment of the Client’s assets by a third party; (e) the Client being placed under guardianship or death; (f) the Client transferring (a substantial part of) its business or control thereof, in whole or in part; (g) publication of false or misleading statements about STUDIO FRM in any medium; and/or (h) breach of the confidentiality clause.
6. Obligations which by their nature are intended to continue after termination of the Agreement shall remain in effect following such termination.
Article 7. ICT
1. If the Client provides STUDIO FRM with data carriers, electronic files, software, or similar materials, the Client warrants that such items are free from viruses, malware, and defects. STUDIO FRM shall handle such data carriers, electronic files, and software with due care and shall use them solely for the purpose of performing the Agreement. STUDIO FRM shall not disclose such materials to third parties without the Client’s prior written consent.
2. If the Client requests STUDIO FRM to use certain equipment and/or software, this shall always be at the sole expense and risk of the Client. In such cases, the Client shall be obliged to provide all necessary instructions for the proper use of such systems in a timely and complete manner.
3. Both STUDIO FRM and the Client shall be required to adequately secure their systems and IT infrastructure and shall ensure that up-to-date anti-virus and security software is active at all times.
4. Any access or identification codes provided by either party shall be treated as strictly confidential, may not be shared with or used by third parties, and shall be protected by both STUDIO FRM and the Client.
5. The Client shall indemnify STUDIO FRM against any damage, claims, or losses arising from the use of infected or defective files, software, or data carriers provided by the Client.
Article 8. Force Majeure
1. Force majeure shall exist if the failure of either party to perform any obligation under the Agreement is not attributable to its fault and cannot be attributed to it by law, legal act, or generally accepted standards.
2. If a situation of force majeure continues for longer than thirty (30) consecutive days, either party shall be entitled - by way of deviation from Article 6(4) - to terminate the Agreement in whole or in part with immediate effect by written notice, or to suspend the performance of its obligations, without any obligation to pay damages.
3. For STUDIO FRM, force majeure shall in any event include, but not be limited to: war, insurrection, civil unrest, strikes, lockouts, boycotts, governmental restrictions or measures arising from (pan)epidemics such as “COVID-19,” bankruptcy or suspension of payment of one or more of its suppliers or engaged third parties, natural disasters, fire, power failures, and failures or interruptions of internet or telecommunications facilities, or any other circumstance beyond the reasonable control of STUDIO FRM that prevents normal business operations.
4. In the event of force majeure, STUDIO FRM shall remain entitled to payment for all work already performed and expenses incurred prior to the occurrence of the force majeure event.
Article 9. Liability
1. STUDIO FRM shall not be liable for any damages of any kind arising out of or in connection with the performance of the Agreement, except in cases of intent or deliberate recklessness on the part of STUDIO FRM.
2. In the event that STUDIO FRM is nevertheless found liable for any direct damages, such liability shall in all cases be limited to the total amount of fees (excluding VAT) invoiced by STUDIO FRM to the Client in connection with the assignment in question, up to a maximum of EUR 1,000 (one thousand euros). A series of related events shall be deemed to constitute a single event.
3. STUDIO FRM shall under no circumstances be liable for any indirect or consequential damages, including but not limited to loss of profit, loss of savings, reputational harm, loss due to business interruption, or damages resulting from third-party claims against the Client.
4. The Client shall at all times be required to substantiate in writing, with reasons and in detail, any loss or damage alleged by it, within forty-five (45) days after the Client discovers or reasonably should have discovered the occurrence of such loss or damage. Any claim reported after this period shall be deemed forfeited.
5. Before the Client proceeds to claim damages, the Client shall first give STUDIO FRM written notice of default and allow STUDIO FRM a reasonable period to still perform its obligations, or to remedy or mitigate the consequences of the alleged breach or wrongful act, unless such performance or remedy is impossible by its nature.
6. The limitations and exclusions of liability set out in this Article shall also apply to all persons or entities engaged by STUDIO FRM in the execution of the Agreement, including but not limited to employees, contractors, suppliers, and third parties.
7. The Client shall indemnify STUDIO FRM against any and all third-party claims arising from or related to the performance of the Agreement, except in cases of intent or deliberate recklessness by STUDIO FRM.
Article 10. Intellectual Property
1. STUDIO FRM retains all rights and powers to which it is entitled under intellectual property law in respect of all works, concepts, designs, materials, and deliverables created or developed by STUDIO FRM, whether or not for the Client. The Client warrants that it shall respect and not infringe upon STUDIO FRM’s intellectual property rights.
2. Unless otherwise agreed in writing, STUDIO FRM grants the Client a non-exclusive, non-transferable, and non-sublicensable license to use the deliverables solely for the purposes and scope defined in the assignment. Any modification, reuse, reproduction, or further distribution of the deliverables requires STUDIO FRM’s prior written consent.
3. If STUDIO FRM engages third-party contributors such as photographers, directors, designers, illustrators, or other creators in the performance of its services, the intellectual property rights relating to their work shall only be licensed to the Client to the extent explicitly agreed in the Quotation. Any rights of such third parties shall not be transferred to the Client.
4. Both the Client and STUDIO FRM warrant that – insofar as any materials, documents, images, data, or other information are provided or made available by either party to the other – they are entitled to do so and that such materials do not infringe any third-party rights.
5. If it is judicially determined that the deliverables or results of the services rendered by STUDIO FRM infringe any third-party intellectual property right, or if, in STUDIO FRM’s reasonable opinion, there is a risk of such infringement, STUDIO FRM shall, at its discretion, either ensure that the Client can continue to use a similar result without interruption, or credit the Client for the amount paid, less a reasonable user fee.
6. STUDIO FRM shall at all times be entitled to use the deliverables, designs, and other materials created in the performance of the Agreement for its own promotional purposes, including but not limited to its website, portfolio, social media, award submissions, and presentations, unless otherwise agreed in writing.
Article 11. Data and Privacy
1. The Client is responsible for complying with its obligations towards third parties under applicable data protection laws, including but not limited to obligations to provide information and to allow inspection, correction, or deletion of personal data of data subjects. The responsibility for fulfilling these obligations rests exclusively with the Client. To the extent technically feasible, STUDIO FRM shall reasonably cooperate with the Client in fulfilling these obligations, including by forwarding any third-party requests relating to personal data.
2. To the extent that STUDIO FRM and the Client share or otherwise process personal data in the context of the (potential) conclusion or performance of an Agreement, both parties shall comply with the applicable requirements of data protection legislation, such as the General Data Protection Regulation (“GDPR”). Unless otherwise agreed in writing, each party shall act as an independent data controller with respect to its own processing of personal data.
3. STUDIO FRM and the Client each warrant that - taking into account the nature of the data and the state of the art - they shall implement appropriate technical and organisational measures to protect personal data that they provide to or receive from each other against loss, unauthorised access, or unlawful processing.4. The Client and STUDIO FRM guarantee that all data (such as personal data), which are made available, have been obtained in a lawful manner, have been made available to the other parties in a lawful and secure manner that the data do not infringe any rights of third parties.
4. Both STUDIO FRM and the Client guarantee that all data, including personal data, made available to the other party have been obtained lawfully, are provided in a lawful and secure manner, and do not infringe any rights of third parties.
5. STUDIO FRM shall not be liable for damages resulting from the processing or loss of personal data, except in cases of intent or deliberate recklessness on the part of STUDIO FRM.
Article 12. Confidentiality and Communication
1. STUDIO FRM and the Client shall maintain strict confidentiality with respect to all data, information, and knowledge obtained in connection with the Agreement that can reasonably be regarded as confidential, including but not limited to business, strategic, creative, financial, and technical information. Disclosure shall only be permitted insofar as necessary for the performance of the Agreement or required by law, regulation, or court order. This obligation shall not apply to information that was already lawfully public or known to the receiving party at the time of disclosure.
2. STUDIO FRM and the Client each warrant that their employees, contractors, and any third parties engaged by them are bound by the same duty of confidentiality.
3. The duty of confidentiality as set out in this Article shall remain in force both during and after termination of the Agreement, regardless of the reason for termination.
4. STUDIO FRM and the Client shall refrain from making any public statements, communications, or publications that could reasonably be expected to harm the reputation, goodwill, or business interests of the other party, its employees, or its affiliates.
Article 13. Relationship Clause
1. Without the prior written consent of STUDIO FRM, the Client shall refrain, during the term of the Agreement and for a period of one (1) year after its termination, from directly or indirectly: (i) entering into any agreement or collaboration with contractors, freelancers, suppliers, or other third parties engaged by STUDIO FRM in connection with the performance of the Agreement; or (ii) employing, engaging, or otherwise making use of the services of employees, representatives, or other individuals who were involved on behalf of STUDIO FRM in the performance of the Agreement or with whom the Client has been in contact in that context.
Article 14. Other
1. Except as expressly agreed otherwise in the Agreement, the Client and STUDIO FRM hereby waive any right to suspend performance and/or to set off any obligation against a claim, to the extent permitted by law.
2. The invalidity or unenforceability of any provision of the Agreement and/or these General Terms and Conditions shall not affect the validity or enforceability of the remaining provisions.
3. Should any provision of the Agreement or these General Terms and Conditions be found invalid or unenforceable by a competent court, STUDIO FRM and the Client shall, in mutual consultation and in the spirit of the Agreement, replace such provision with a valid provision that approximates the intent and purpose of the original provision as closely as possible.
4. Obligations which, by their nature, are intended to continue after the termination or expiry of the Agreement shall remain in full force and effect thereafter.
5. In the event of any inconsistency between the Dutch version of these General Terms and Conditions and any translated version thereof, the Dutch version shall prevail.
Article 15. Applicable Law and Competent Court
1. The Agreement and the legal relationship between STUDIO FRM and the Client shall be governed exclusively by Dutch law, without regard to its conflict of law principles.
2. All disputes arising out of or in connection with the Agreement or the legal relationship between STUDIO FRM and the Client shall be submitted in the first instance to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands.
Chapter Media
1. The provisions contained in this Chapter shall apply, in addition to the general provisions of these General Terms and Conditions, if the Client instructs STUDIO FRM to disclose or distribute content on the Client’s behalf by means of media placements or media space (such as advertisements, sponsored content, or advertising airtime).
2. The Client acknowledges that STUDIO FRM purchases media placements and media space for the Client’s content from third parties, acting on behalf of the Client. STUDIO FRM shall pass on the costs of such media placements and media space in full to the Client. The prices charged by third parties may fluctuate, including between the Quotation and the final purchase. STUDIO FRM shall submit the final costs for approval to the Client prior to purchasing the media placements or space.
3. In addition to such third-party costs, STUDIO FRM shall charge the Client a service fee for the work and additional costs related to the purchase of media placements and media space. This fee shall be calculated based on STUDIO FRM’s most recent rate card, which shall be provided to the Client upon request.
4. The Client shall ensure that all (fluctuating) costs and fees charged by STUDIO FRM in connection with media placements and media space are credited in full to STUDIO FRM’s designated bank account prior to the placement of the Client’s content. STUDIO FRM shall be entitled to suspend or postpone any media purchase or placement if full payment has not been received in advance.
5. STUDIO FRM shall not be liable for any delay, error, or deviation in the publication, placement, or execution of media space or content caused by third-party media suppliers or intermediaries.
