TERMS & CONDITIONS

TERMS & CONDITIONS OF BUSINESS

Please read these Terms and Conditions of Business as they exist to provide clarity for both parties in the unlikely event of a dispute arising.  All commissions will be undertaken on the premise that the Terms and Conditions of Business as outlined and explained below have been read and agreed upon and is legally binding as per Book 6, Dutch Civil Law Book 6 (Boek 6 Burgerlijk Wetboek Boek 6) and/or and the Late Payment Directive, 2011/7/EU.  

This agreement and its legal validity, place of jurisdiction and place of performance is The Netherlands and subject to Dutch Law and/or European Union Law.  The court in The Netherlands is exclusively authorized to take cognizance of, and settle all disputes that may arise between the Client and LBC3 Marketing. Parties agree to submit to the jurisdiction of these courts in respect of any dispute or difference arising under the agreement.

 

IN THESE TERMS AND CONDITIONS OF BUSINESS:

Definitions. In these Conditions, the following definitions apply:

LBC3 Marketing” refers to the organisation LBC3 Marketing (KvK: 67701434) located at Hamrikkerweg 80, 9943PC, Nieuw Scheemda, The Netherlands;

Client” refers to a natural person, corporate or unincorporated body (whether or not having separate legal personality) who is commissioning the Service(s) of LBC3 Marketing, and to whom LBC3 Marketing shall provide Service(s).

Service(s)” means the content creation and/or copywriting Service(s) and/or Deliverable(s), supplied by LBC3 Marketing to the Client as set out in the Project Proposal.

Custom Service(s) and/or Package Service(s)” means the proposed or planned undertaking of Service(s) as set out in the Project Proposal and includes any combination of one or more of the Service(s) rendered by LBC3 Marketing.

Project Proposal” means the description or specification of the Service(s) to be rendered, the Deliverable(s), and the estimated Delivery Schedule & Deadlines provided in writing by LBC3 Marketing to the Client 

Project” means the Service(s) and/or Deliverable(s) to be rendered in accordance with the Project Proposal.

Contract/Agreement” means the service contract agreement between LBC3 Marketing and the Client for the Project as outlined in, and in accordance with, the Project Proposal and these Terms and Conditions of Business.

Project Order” means the Client’s Order for Service(s) to LBC3 Marketing in agreement with the Project Proposal and in accordance with these Terms and Conditions fo Business.

"Invoice Date" means the date on which the invoice was issues as stated on the invoice.

"(Invoice) Due Date" means the date as stated on the invoice that payment of the Service Fee is due and by which LBC3 Marketing must have received the payment.

 

1. APPLICATION OF CONTRACT

The Terms and Conditions of Business as outlined here apply to all stages of a project and/or project order with the Client and constitutes the entire agreement between LBC3 Marketing and the Client.

The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of LBC3 Marketing which is not set out in the Contract/Agreement.

By  the Client accepting the Project Proposal orally and/or in writing and/or by making payment of the retainer/service fee(s) the Client agrees to the Project and constitutes the Client issuing a Project Order and the Terms and Conditions of Business as written here constitutes and concludes a legally binding Contract/Agreement for work and Service(s) between the Client and LBC3 Marketing.

 

2. DESCRIPTION OF WORK AND SERVICES

Prior to commencing work, LBC3 Marketing shall send a written Project Proposal to the Client. The Project Proposal is an integral part of the Contract/Agreement and defines description of Service(s), Deliverable(s), estimated Delivery Schedules/Deadlines and Fees for the relevant project order.  

Upon acceptance of the Project Proposal and issuing of the Project Order by the Client (as outlined in section 1 – APPLICATION OF CONTRACT),  the Client agrees to the Service(s), Deliverable(s), estimated Delivery Schedules/Deadlines and Fees as is.

Although LBC3 Marketing ensures that the Project Proposal is as accurate and as complete as possible based on the information provided to LBC3 Marketing by the Client, the Client accepts that the Project Proposal by its very nature may contain ambiguities.  The Client accepts responsibility for this ambiguity, and for any costs incurred in revising the Service(s) accordingly.

 

2.1 OBLIGATION(S) OF LBC3 MARKETING

LBC3 Marketing is obliged to execute Projects and Project Orders in accordance with the Project Proposal and/or Contract/Agreement as is mutually agreed upon by the Client and LBC3 Marketing.

LBC3 Marketing shall use all reasonable endeavours to meet any performance dates specified in the Project Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the Service(s) and/or Deliverable(s) and/or Project(s).

LBC3 Marketing guarantees that the work is submitted with the best of intentions, is free of plagiarism, and includes no slander, libel, or factually incorrect information and the Client’s acceptance of submitted work represents the Client’s agreement that the work is legally suitable for publishing and distribution. 

 

2.2 OBLIGATION(S) OF CLIENT

If LBC3 Marketing’s performance of any of its obligations under the Contract/Agreement and/or these Terms and Conditions of Business is prevented or delayed by any act or omission by the Client and/or failure by the Client to perform any relevant obligation, the Client is considered to be in “Client Default”.

In such an event, LBC3 Marketing shall without limiting its other rights or remedies have the right to suspend performance of the Service(s) until the Client remedies the Client Default.

In the event of a Project delay of 21 calendar days or more due to Client Default, LBC3 Marketing reserves the right to classify the Project as “Inactive”.  At this time, the remainder of the Service Fee(s) will be invoiced as per section 5 - SERVICE FEES & TERMS OF PAYMENT and/or section 6 - LATE PAYMENTS, FEES & PENALTIES of these Terms and Conditions of Business. 

For Inactive Projects, liquidated damages will be charged to cover losses, expenses and damages for the Project at a rate of €50 per day, up to and not to exceeding the total amount of the original Service Fee(s). In addition, the Client shall also reimburse LBC3 Marketing on written demand for any additional costs or losses sustained or incurred by LBC3 Marketing not covered by the liquidated damages arising directly or indirectly from the Client Default.

 LBC3 Marketing shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from LBC3 Marketing’s failure or delay to perform any of its obligations as set out in this clause.

 

3. CHANGE MANAGEMENT/ORDER

In the event of the Client requesting changes to the Service(s) and/or Deliverable(s) and/or Project(s) after work has commenced, the Client will inform LBC3 Marketing in writing as soon as possible. 

All changes in the Service(s) and/or Deliverable(s) and/or Project(s) will have to be approved by both parties after due consideration to the impact it may have on the schedule and effort.  Such changes may result in the financial considerations and Fees to be revised. 

If a mutual agreement cannot be reached, the original Project Proposal and/or Contract/Agreement will remain valid, unless terminated in writing by either the Client or LBC3 Marketing as per section 7 - CONCLUSION & TERMINATION OF CONTRACT of these Terms and Conditions of Business. 

LBC3 Marketing shall have the right to make any changes to the Service(s) and/or Deliverable(s) and/or Project(s) which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Service(s) and/or Deliverable(s) and/or Project(s), and LBC3 Marketing shall notify the Client in any such event.

 

4. REVISIONS & EDITS

All Project(s) and/or Package(s) include one revision unless otherwise stated.  Any further revisions will be charged at €50/US$65 per hour and excludes rewrites which constitutes revisions on more than 30% of original submitted content and/or copy.

LBC3 Marketing must be notified of any revision(s) and/or edit(s) within seven calendar days of delivery of the Deliverable(s) to the Client. If no such notice is received by LBC3 Marketing within the time period specified, then the Client shall be deemed to have accepted the Deliverable(s).

LBC3 Marketing makes every effort to ensure that the Deliverable(s) is free of spelling mistakes and other literals. Early drafts may sometimes contain such errors, and LBC3 Marketing’s practice is to ensure that these are removed before a final draft is submitted to the Client. However, the responsibility of checking for spelling mistakes and literals is that of the Client. The Client will indemnify LBC3 Marketing against any costs incurred as a result of the appearance of such errors in the final published form in which the Client uses the Deliverable(s) concerned, whether or not these errors appeared in any draft of the Deliverable(s) supplied by LBC3 Marketing.

 

5. SERVICE FEES & TERMS OF PAYMENT

Service Fees will be agreed to in advance and detailed in the Project Proposal. The Client will show acceptance of LBC3 Marketing’s Service Fees either through verbal or written communication, and/or making payment full or partial payment of the Service Fee.

Service Fee payments must be received without suspension or settlement before, or on the Invoice Due Date by transferring the amount owed to LBC3 Marketing to the bank account details provided on the invoice.  All costs, service fees and bank charges for transactions on Service Fee payments are the sole responsibility of the Client and must be accepted by and/or charged to the account of the Client.

If Service Fee payments have not been received by the Invoice Due Date stated on the invoice, the Client is legally in default, without a notice of default being required and after which section 6 - LATE PAYMENTS, FEES & PENALTIES as per these Terms and Conditions of Business will apply.

 

5.1 CUSTOM SERVICE FEES

LBC3 Marketing will invoice 75% (unless otherwise specified) of the Project's Service Fee as a Retainer Fee on the date on which an agreement is reached between the Client and LBC3 Marketing. This Retainer Fee is non-refundable except in the event LBC3 Marketing does not reasonably deliver according to the terms of these Terms and Conditions of Business. 

Work will commence once the payment of the Retainer Fee is received. If payment of the Retainer Fee has not been received within 14 calendar days of the Invoice Date, the Project Proposal and Contract/Agreement becomes null & void. 

The remainder of the Project Service Fee will be invoiced on the day the Deliverable(s) is handed over to the Client and becomes due immediately upon receipt thereof with a maximum payment period of 14 calendar days from the Invoice Date.

 

5.2 PACKAGE SERVICE FEES

Package Service(s) are billed every month for three consecutive months. LBC3 Marketing will invoice 100% of one month’s fee of the Package Service Fees on the date on which an agreement is reached between the Client and LBC3 Marketing. 

Work will commence at the moment payment of the first month's Packaged Service Fee is received. If payment of the first month's Packaged Service Fees have not been received within 14 calendar days of the Invoice Date, the Project Proposal and Contract/Agreement becomes null & void. 

The Package Service Fees for the following months will be due on the Invoice Due Date.  

 

6. LATE PAYMENTS, FEES & PENALTIES

In the event of Service Fee payment(s) not having been received by LBC3 Marketing before or on the Invoice Due Date, the Client is considered as being in default of his/her contractual obligations and automatically in breach of the Contract/Agreement.

In the event of the Client being in default, the remainder of the Service Fees plus interest of 2% per month with regard to that particular Project will be due immediately and at which time LBC3 Marketing is authorized to suspend and/or end all Projects and Contracts/Agreements concluded with the Client without notice, or other prior declaration.

In the event of the Client remaining in default for longer than 60 calendar days from the Invoice Date, an additional 15% late payment charge per month plus an 8% annual interest rate on the total amount of the Service Fee plus interest will be due immediately to LBC3 Marketing to recover costs.

In addition to the principal sum and interest(s), all administration, agency, legal and extrajudicial collection costs incurred by this action of the Client, as well as any and all damages sustained by LBC3 Marketing due to non-payment, will be charged to the Client.  The extrajudicial collection costs amount to at least 15% of the principal due with a minimum of € 150.00 excluding VAT.

In the event of liquidation, bankruptcy or (provisional) suspension of payment of the Client, or when application of the debt rescheduling arrangement is pronounced vis-à-vis the Client, or when seizure is charged against the Client, as well as in the event of force majeure, all (payment) obligations under any Contract/Agreement from the Client is immediately due and payable. LBC3 Marketing is then authorized to suspend and/or end all Projects and Contracts/Agreements concluded with the Client without notice, or other prior declaration.

  

7. CONCLUSION & TERMINATION OF CONTRACT

Either party may terminate the contract by giving not less than 14 calendar days’ written notice to the other party after which a reasonable and mutually agreed upon termination date will be decided.

In the event of conclusion and/or termination howsoever arising, the Client shall be solely responsible for any losses, costs or damages suffered by the Client or any third party as a result of any delay caused to the Client’s business or any third party, and the Client agrees to indemnify LBC3 Marketing accordingly.

 

7.1 CUSTOM SERVICES

In the event of the Client terminating the Contract/Agreement:

  • All sums and moneys from the time of commencement of the applicable Contract/Agreement as set out in the Project Proposal owed to LBC3 Marketing shall become immediately due and payable by the Client;
  • In particular, the Client shall pay the remainder of the Custom Service Fee(s) in full without deduction or set-off of any kind, regardless of whether LBC3 Marketing provided the Service(s) and/or Deliverable(s) to the Client;
  • Furthermore, the Client will not use for any purpose whatsoever any material contained in any drafts that LBC3 Marketing wrote for the Client. LBC3 Marketing will retain the copyright on the draft material and have the right to use it as seen fit.

In the event of LBC3 Marketing terminating the Contract/Agreement:

  • The remainder of the Custom Service Fee(s) for the relevant and applicable Contract/Agreement is waived by LBC3 Marketing;
  • Furthermore, LBC3 Marketing will transfer copyright of any material(s) contained in any draft(s) that LBC3 Marketing wrote for the Client, and the Client may use it for any purpose whatsoever.

 

7.2 PACKAGE SERVICES

In the event of either the Client or LBC3 Marketing terminating the Contract/Agreement:

  • All sums and moneys from the time of commencement of the Contract/Agreement until the reasonable and mutually agreed upon termination date of the Contract/Agreement owed to LBC3 Marketing shall become immediately due and payable by the Client;
  • In particular, the Client shall pay the Package Service Fee(s) in full without deduction or set-off of any kind up to and including termination date.
  • Furthermore, LBC3 Marketing will transfer copyright of any material contained in any drafts that LBC3 Marketing wrote for the Client once all Package Service Fee(s) has been received, and the Client may use it for any purpose whatsoever.

 

8. ASSIGNMENT & OWNERSHIP OF INTELLECTUAL PROPERTY

LBC3 Marketing owns all copyright and intellectual property rights on all Deliverable(s) (meaning all words and/or phrases and/or content) produced until such time as Fee payment(s) and all associated costs from the Client have been received in full.

Once the Fee payment(s) has been received in full, LBC3 Marketing will grant the Client a perpetual licence to use all Deliverable(s) produced for the purpose it was produced. For the avoidance of doubt, the Client does not have the right to use Deliverable(s) for any unauthorised purposes nor to sub-licence the Deliverable(s) to any third party.

The Client accepts that if the Client supplies LBC3 Marketing with somebody else’s content and/or copy as a guide to the Client’s requirements. LBC3 Marketing will make reasonable efforts to ensure that any draft content and/or copy produced by LBC3 Marketing does not breach the owner’s copyright. Notwithstanding this, the Client will indemnify LBC3 Marketing against any action (including all costs, liabilities, damages and expenses) arising directly or indirectly from my use of this content and/or copy as reference material.

The Client grants LBC3 Marketing the right to reference each project and the Client’s name(s) in all future LBC3 Marketing marketing and other publicity materials unless otherwise specified. Where applicable and possible, all Deliverables will be attributed to LBC3 Marketing with LBC3 Marketing’s name appearing in the by-line.

 

 9. LIABILITY & INDEMNITY

While LBC3 Marketing takes all reasonable steps to perform obligations under these Terms and Conditions of Business, LBC3 Marketing’s liability to the Client for breach of these Terms and Conditions of Business (whether by LBC3 Marketing or LBC3 Marketing’s agents, employees or any third party) is excluded to the fullest extent permitted by law.

LBC3 Marketing provides the Service(s) and/or Deliverable(s) as-is.  Where graphics are included as part of the Service(s) and/or Deliverable(s) (e.g. flyers, brochures, catalogues), printer settings (i.e. colour space, bleeds and custom formatting) are the responsibility of the Client and LBC3 Marketing bears no responsibility for making graphics “print-ready”.

The Client’s acceptance of Deliverable(s) constitutes transfer of associated liabilities, damages, claims, costs, expenses, and/or losses as pertaining to the work and/or the Client’s defence as a result of civil and/or legal claims or proceedings brought against the Client and/or LBC3 Marketing based on any work prepared for and approved by the Client.

LBC3 Marketing is not responsible for any changes or edits made to the work after the work is submitted, and accepted by the Client.

 

10. GENERAL

The Client can review the most current version of the LBC3 Marketing Terms and Conditions of Business at any time on this page. LBC3 Marketing reserves the right to update, change or replace any part of these Terms and Conditions of Business by posting updates and/or changes here without notice being required.

It the responsibility of the Client(s) to check this page periodically for changes. Continued use of LBC3 Marketing’s Service(s) following the posting of any changes to the Terms and Conditions of Business constitutes acceptance of those changes.

When contracting the Service(s) of LBC3 Marketing, you acknowledge that, as the basis for the contract between LBC3 Marketing and the Client commissioning Service(s), that the Terms and Conditions of Business expressed here take precedence over any other contract(s), term(s) and condition(s), either expressed or implied.  Terms and conditions or stipulations that deviate from the Terms and Conditions of Business outlined here and that are communicated by an affiliated company in Purchase Order(s) Contracts/Agreements and/or other means of written or verbal communications, will only be effective if these have been explicitly accepted in writing.

If one or more provisions of these Terms and Conditions of Business expressed here should be, or become invalid, the other provisions of the Terms and Conditions of Business remain valid. In lieu of the invalid provision, the parties will agree on a provision which comes closest in its financial effects to the invalid provision, but in a manner which is admissible in law.