General Terms and Conditions

Brand Architects:

Client:

Agreement:

Services:

Deliverables:

Additional Work:

These general terms and conditions apply to all offers, quotations, proposals, agreements, work, deliveries and follow-up assignments of Brand Architects.

Deviations are valid only if confirmed by Brand Architects in writing in advance.

The applicability of any general terms and conditions of the Client or third parties is expressly rejected.

If any provision is null and void or annulled, the remaining provisions shall remain in full force. In that event, the parties shall apply a replacement provision that most closely matches the purpose and intent of the original provision.

All offers, proposals and quotations of Brand Architects are non-binding unless explicitly stated otherwise in writing.

A quotation or proposal is based on the information provided by the Client. The Client warrants the accuracy, completeness and timeliness thereof.

The agreement is concluded as soon as the Client gives written approval, Brand Architects confirms the assignment in writing, an invoice is paid, or Brand Architects actually commences the work at the Client’s request.

Obvious mistakes, calculation errors, clerical errors or errors in price quotations, presentations, communications or quotations are not binding on Brand Architects.

Unless agreed otherwise in writing, Brand Architects performs its work on the basis of a best-efforts obligation and not on the basis of a result obligation.

Brand Architects does not guarantee that any specific commercial, creative, publicity-related, strategic, financial or personal result will be achieved.

External factors such as market conditions, algorithms, media reach, press responses, consumer behaviour, technical systems and the performance of third parties fall outside the full sphere of control of Brand Architects.

Brand Architects works exclusively on the basis of 100% advance payment unless explicitly agreed otherwise in writing.

Brand Architects is entitled to start carrying out the assignment only after the full agreed fee, or the first instalment agreed in writing, has been received in full.

If, by way of exception, the parties agree on a different payment structure, that deviation shall apply only to the relevant assignment and only insofar as confirmed in writing.

Payment must be made without suspension, discount, set-off or withholding.

If the Client fails to pay on time, the Client shall be in default by operation of law without notice of default being required.

From the moment of default, the Client shall owe the statutory commercial interest or, if the Client is a consumer, the statutory interest for non-commercial transactions, plus reasonable extrajudicial and judicial collection costs.

With respect to consumers, Brand Architects will not rely on any payment provision insofar as it would conflict with mandatory consumer law.

If timely payment is not made, Brand Architects is entitled to suspend work immediately, shift deadlines, block access to concepts, files, portals or environments and suspend further delivery until full payment has been made.

Brand Architects may transfer outstanding claims to a collection agency or legal representative. All reasonable costs related thereto shall be borne by the Client.

If the Client is a consumer, the legally required free reminder notice will first be sent before collection costs are charged.

Any stated deadlines, launch dates, schedules and turnaround times are indicative unless expressly designated in writing as strict deadlines.

Exceeding a deadline does not entitle the Client to terminate, claim damages or suspend performance, unless a strict deadline has been agreed in writing and Brand Architects also remains in breach after a reasonable written cure period.

Brand Architects depends on the Client’s timely delivery of input, feedback, materials, access, information and approvals. Delays on the Client’s side shall shift the schedule and may cause additional costs.

The Client shall provide in a timely manner all information, materials, login credentials, files, feedback, approvals and cooperation necessary for the proper performance of the assignment.

The Client warrants the accuracy, completeness, timeliness and lawfulness of all supplied data and materials.

The Client guarantees that the use of materials supplied by the Client does not infringe copyrights, trademark rights, portrait rights, privacy rights or any other rights of third parties.

The agreed price relates exclusively to the work as described in the quotation, order confirmation or other written arrangement.

All additional work outside the agreed scope qualifies as additional work and will be invoiced separately.

Meetings, calls, on-site visits, travel hours, travel costs and rush surcharges are payable only if there is an official assignment and insofar as they form part of or arise from its execution.

For monthly guidance arrangements, retainers or subscription-based services, the term stated in the quotation or order confirmation shall apply.

If no different term has been agreed, a guidance arrangement is entered into for an initial period of three months.

After the expiry of that initial period, the arrangement may be extended in writing for a new period of three months or for any other agreed duration.

All intellectual property rights in all works created by or made available by Brand Architects remain exclusively vested in Brand Architects or its licensors unless expressly agreed otherwise in writing.

Any transfer of intellectual property rights shall take place only if agreed in writing and only after all outstanding amounts have been paid in full.

Unless agreed otherwise in writing, the Client acquires only a limited, non-exclusive, non-transferable and non-sublicensable right of use for the specifically agreed purpose.

Brand Architects is not obliged to provide open files, source files, working files, raw project files, editable files, source code or production-ready source files unless this is explicitly included in the agreement.

All concepts, strategies, pitches, ideas, formats, lines of thought, mood boards, sketches, proposals, texts, slogans, positionings and creative elaborations that Brand Architects presents or shares during the quotation phase, pitch phase, preliminary phase or performance of the assignment shall remain the full property of Brand Architects.

The Client is expressly prohibited from using, having executed, imitating, reproducing, adapting or having executed by a third party any concept, strategic line, text, name, slogan, campaign structure or brand structure, or any part thereof, without Brand Architects’ prior written consent, including in modified form.

In the event of a breach, the Client shall forfeit to Brand Architects an immediately payable penalty of EUR 7,500 per breach, plus EUR 500 for each day that the breach continues, without prejudice to Brand Architects’ right to full compensation for damages.

Brand Architects is entitled to use the completed work, the Client’s name, the brand, logo and a description of the collaboration for portfolio, website, presentations, awards, pitches, social media and reference purposes unless confidentiality or an embargo has been agreed in writing in advance.

Complaints regarding the performance of the services or visible defects in a deliverable must be reported in writing and with reasons no later than 7 calendar days after discovery and in any event no later than 14 calendar days after delivery. A complaint does not suspend the payment obligation.

If the Client cancels an assignment after it has been concluded, Brand Architects is entitled to charge the full agreed fee, without prejudice to the right to claim higher actual damages.

Brand Architects is not liable for indirect damage, including consequential damage, loss of profit, lost turnover, reputational damage, loss of data, business interruption damage or claims of third parties. If Brand Architects is liable, that liability is limited to the invoice amount of the relevant part of the assignment or, if lower, the amount paid out by the insurer.

Brand Architects is not obliged to fulfil any obligation if it is prevented from doing so by force majeure, including illness, loss of staff or freelancers, outages, internet or software failures, cyber incidents, government measures, transport problems, pandemics, war, strikes and delivery problems involving third parties.

The parties are obliged to keep confidential all confidential information they obtain from each other in the context of the agreement.

To the extent that Brand Architects processes personal data, this will take place in accordance with the applicable privacy legislation. If necessary, the parties will conclude a separate data processing agreement.

If the Client is a consumer, the mandatory provisions of Dutch and European consumer protection law apply in addition to these terms.

For distance contracts or off-premises contracts, information obligations and, where applicable, a statutory withdrawal period of 14 days may apply unless a statutory exception applies.

To the extent that an agreement with a consumer relates wholly or partly to goods manufactured according to the consumer’s specifications, which are not prefabricated and are made on the basis of an individual choice or decision by the consumer, or are clearly intended for a specific person, no statutory withdrawal right applies to that custom work.

This may include, among other things, custom or personalised designs, logos, brand assets, illustrations, artworks, prints, printed matter, signage, packaging, labels, stickers, mock-ups, visuals, personalised documents, made-to-order files, printed or personalised clothing, merchandise, textiles, corporate gifts, gifts, decor items, displays, presentation materials and other physical custom products manufactured or personalised according to the consumer’s wishes, but only insofar as and to the extent that the law actually permits that exception.

For digital content or digital services, that exclusion does not apply automatically. Brand Architects will rely on the lapse or limitation of the withdrawal right only where and to the extent permitted by law and after obtaining the consumer’s required express consent and statements.

Choices within a standard assortment, such as merely choosing a common size, colour, standard version or a limited number of fixed options, do not automatically qualify as custom work. Brand Architects will rely on the custom-work exception only if the statutory conditions for doing so are actually fulfilled.

All legal relationships between Brand Architects and the Client are exclusively governed by Dutch law.

The parties shall first attempt to resolve disputes in consultation. If they do not reach a solution, disputes shall be submitted to the competent court in the district where Alive Entertainment B.V. has its registered office or principal place of business, unless mandatory law provides otherwise.