1.1 Terms and Conditions: these terms and conditions.
1.2 Bee Agency: Bee Agency B.V., located in Amsterdam at Hortensiastraat 20, 1032 CJ Amsterdam, registered under chamber of commerce number 75849356.
1.3 Order: Each order given to and accepted by Bee Agency for the provision of services such as concept development, the organization of, or execution of (parts) of an activity such as an event, video production, campaign or other project. 1.4 Customer: The (legal) person with whom Bee Agency has entered into an agreement.
1.5 Agreement: the set of deals made by Parties either laid down in the Project confirmation or via email. 1.6 Parties: Customer and Bee Agency together.
1.7 Project: The event, video production, campaign or any other project to which the Order relates. 1.8 Project budget: The total amount related to the completion of the Project.
2. Applicable terms and conditions
2.1 These Terms and Conditions apply to any offer, Order or Agreement between Bee Agency and Customer. 2.2 If any clause of the Terms and Conditions or part thereof is rendered void, invalid or unenforceable by any legislation to which it is subject, it shall be rendered void, invalid or unenforceable to that extent solely and it shall in no way affect or prejudice the enforceability of the remainder of such clause or the other clauses. The Parties agree to undertake all reasonable endeavors to replace the void, invalid or unenforceable provision with a valid clause, the effect of which shall be as close as possible to the intended effect of the void, invalid or unenforceable clause.
2.3 Any general conditions used by the Customer (its own conditions or sectoral conditions) do not apply to the Agreement.
3. Offer, prices, information and third parties
3.1 All offers and quotations provided for by Bee Agency are without obligation until accepted, unless otherwise stated. 3.2 Quotes are based on normal timeframes and on normal circumstances.
3.3 All prices charged by Bee Agency are in euros and excluding VAT and any public taxes, unless otherwise stated. 3.4 Any Project budget shall include fixed posts and set posts. Set posts shall be estimated to the best of Bee Agency’s knowledge and determined by post-calculation.
3.5 Bee Agency is entitled to charge Customer for any extra work provided or costs made in respect to the Services which were required due to changes in statutory provisions, updates or changes in used third party software or infrastructure systems, or other circumstances that were not reasonably expected at the time the order confirmation was issued. 3.6 Bee Agency shall be entitled to engage third parties for the performance of the Services.
3.7 Bee Agency may invoke against Customer any contractual restrictions, including those in the terms and conditions of a third party.
4.1 Customer shall pay the amounts due within at least 14 days of the date of invoice by transfer to Bee Agency’s bank account, but in all events no later than the day before the completion of the Project.
4.2 If the Customer fails to comply (fully or timely) with its payment obligation, it will be deemed ipso jure to be in default and the amount owed by the Customer will be immediately due and payable (without any further demand or notice of default from Bee Agency) plus the statutory commercial interest, pursuant to Section 6:119a DCC, on the amount or remaining unpaid amount owed by the Customer, calculated from the first day after the agreed payment period has expired.
4.3 All judicial and extrajudicial costs incurred by Bee Agency for collecting the amounts owed by the Customer will be for the Customer’s account. The extrajudicial costs are set no less than 15% (fifteen per cent) of the amount due (including the interest referred mentioned in the clause above), with a minimum of EUR 500 (in words: five hundred Euros), without prejudice to Bee Agency’s right to demand the actual costs, if these turn out to be higher.
5. Obligations of the Customer
5.1 Unless stated otherwise, Customer shall take sufficient measures to ensure safety at the location of the Project (including but not limited to safety for artists, employees and visitors). Bee Agency is entitled to impose additional requirements at any time, if changed circumstances so require.
5.2 Customer shall take appropriate measures to ensure Bee Agency is able to provide the Services as required, e.g.: – allowing contributors and participant adequate access to the location;
– ensuring all facilities necessary are present;
– ensuring the location is suitable and accessible for the performance of the Services;
– ensuring the access roads to the location are suitable for the required transport.
5.3 Customer shall provide Bee Agency timely with all information necessary for the performance of the Agreement. 5.4 Unless stated otherwise, Customer shall be responsible for the payment of royalties or fees due to third parties for intellectual property rights and collective rights organizations related to the use of music.
5.5 Unless stated otherwise, Customer is responsible for obtaining the required consent of third parties and for any mandatory permits or visas, as well as the preparation thereof.
5.6 Customer is liable for the actions and omissions of third parties involved in the Project, including but not limited to
participants and visitors of a Project. In the event Bee Agency is prevented or hampered to carry out the Services properly, Bee Agency is entitled to claim the damages suffered as a result thereof from Customer. Damages include the costs incurred by Bee Agency as well as lost profits.
5.7 Customer indemnifies Bee Agency from claims of any third party (including but not limited to participants and visitors) who suffer damage in relation to the execution of the Agreement or the Project.
6. Provision of services
6.1 Bee Agency shall provide the Services to Customer in accordance with the briefing by Customer and to the best of its knowledge and ability as well as in accordance with high standards.
6.2 If necessary for the proper execution of the Agreement, Bee Agency is entitled to deviate to a minor extent from the original design or concept. Deviations from the design or concept shall always be permitted if the intended essence or functionality is not substantially affected.
6.3 In the event of additional work by Bee Agency, the invoice shall be regarded as Project confirmation. 6.4 The date of completion of the Project shall not be deemed to be a fatal term unless stated otherwise. 6.5 Additional Services or amendments in the Project, may cause a delay of the date of completion. Customer shall accept this delay.
7. Delivery of materials
7.1 Unless stated otherwise, nothing in the Agreement is construed to be a transfer of ownership of the items made available or used by Customer for the benefit of the Project.
7.2 Upon the receipt of any rented items for the benefit of the Project, Customer is deemed to have received the rented items in good condition. Customer shall keep the items in good condition and return the items to Bee Agency timely and in good condition.
7.3 If the rental term is exceeded without the written consent of Bee Agency, Customer shall pay twice the agreed rental price.
7.4 The use and storage of the rented items are for the risk of Customer. Customer is not permitted to modify the rented items, to transfer the items to another location or to make the items available to third parties. 7.5 Customer is liable for all damage and loss of rented items. Customer shall take out adequate insurance to cover the costs of damage or loss.
7.6 If the event a transfer of ownership has been agreed, the location of delivery shall be the location where Bee Agency carries out its business.
7.7 From the time of delivery, the risk of the items is transferred to Customer. Customer shall collect the items as soon as possible after request of Bee Agency.
7.8 Any transport of the items is for the risk of Customer.
7.9 Bee Agency retains ownership of any and all of the items until the time of full payment.
8. Force majeure
8.1 If Bee Agency is materially hampered, prevented or delayed to perform the Services by reason of any law, natural disaster, strike, no show or sudden illness of artists, lock out or other industrial dispute or action, war, epidemic, or any similar event beyond a party’s control, failure to perform shall not be deemed a breach or default under this Agreement. Bee Agency may suspend the performance of the Services or, in the event a suspension is not possible due to the nature of the Project, Bee Agency may elect to terminate the Agreement without becoming liable towards Customer. Bee Agency is entitled to compensation including but not limited to all costs incurred so far, including costs for third parties it has engaged for the Project and Customer shall pay the fee pro rata for the Services performed at the time of the force majeure.
9. Intellectual property rights
9.1 Parties confirm that Bee Agency remains the sole owner of all rights that arise as a result of the Services, including but not limited to all intellectual property rights (such as trade names, trademarks, copyrights) and content, text, images, software, media, video, and all other rights created under or contained in the Services developed by Bee Agency (the “Intellectual Property”) including all modifications or adaptations made by Customer. For the avoidance of doubt, the Customer agrees to assign and transfer any and all rights it may have to the Intellectual Property in its entirety and agrees to execute all such documents that appear necessary to execute such assignment or transfer. 9.2 Bee Agency grants Customer a non exclusive, non transferable, limited license to use the Services for the term, the territories and in accordance with the purposes as set out in the Agreement, provided the term shall never extend a period of 1 year after completion of the Project.
9.3 Bee Agency shall use best efforts to obtain the unrestricted rights of use of third parties involved in the Project. Customer shall be notified of any restriction. Customer shall respect these restrictions at all times. 9.4 The license referred to in clause 9.2 is subject to Customer having made full payment to Bee Agency. 9.5 To the extent any Customer trademarks, copyrights, tradenames or other intellectual property (the “Customer Intellectual Property”) are incorporated into the Services, the Customer shall retain such ownership in the Customer Intellectual Property. The Customer hereby grants Bee Agency a non-exclusive, worldwide, unlimited, perpetual license to use and exploit the Client Intellectual Property in connection with the Services.
9.6 Unless stated otherwise, Customer shall be responsible for the payment of the amounts due to collective rights organizations related to the publishing, reproduction and exploitation of the Services.
Customer warrants that it will respect the intellectual property rights of Bee Agency and third parties. Customer is liable towards Bee Agency for any damages incurs as a result of a breach of this provision and Customer indemnifies and holds Bee Agency harmless from claims of third parties related to the use of intellectual property rights. 9.7 Customer and third parties are only entitled to make images and/or audio recordings of the Project after written permission of Bee Agency. The image and/or sound recordings made may be made public by the Customer only after the prior written consent of Bee Agency.
9.8 Bee Agency is at all times entitled to make and use image and/or sound recordings of the Project for promotional purposes of Bee Agency.
10. Processing of personal data
10.1 To the extent Bee Agency processes personal data while performing the Services, the conditions of this provision applies.
10.2 The definitions used in these conditions have the meaning assigned to it by the General Data Protection Regulation (GDPR).
10.3 Customer is considered to be either a data controller or a processor with regard to the personal data processed, depending on the actual processing that takes place. Bee Agency is considered to be either a data processor or a sub processor.
10.4 Bee Agency will only process personal data to the extent necessary for the performance of the Agreement, plus for those purposes that are reasonably related to it or which are determined by the consent of the data subject. If required, the Parties will conclude a processing agreement on the basis of a template of Bee Agency.
10.5 If Customer wishes to process special personal data for the purposes of this Agreement, the Customer shall notify Bee Agency in advance and the Parties will, in consultation, assess which additional measures should be taken. The additional costs are borne by Customer
10.6 Customer warrants that it complies with the obligations of the GDPR and shall defend, indemnify and hold Bee Agency harmless from and against any and all claims, and pay any foreseeable awarded damages, arising out of or in connection with any breach of the GDPR.
10.7 The obligations of the Customer arising from these conditions also apply to those parties that process personal data under the authority of Customer such as employees or third parties.
11. Cancellation of the Project
11.1 Customer is advised to take out adequate cancellation insurance.
11.2 Customer may cancel the Project by written notice to Bee Agency.
11.3 In the event of cancellation, the Customer the following arrangement shall apply:
– Cancellation more than 2 months before the start of the Project: Customer shall pay 75% of the amount due for the Project;
– Cancellation less than 2 months before the start of the Project: Customer shall pay 100% of the amount due for the Project.
12.1 Complaints about the performance of Services or any other claims shall be reported in writing to Bee Agency no later than 14 days after the completion of the Project or within 14 days after Customer became aware or could reasonable have become aware of the default. After expiry of these terms, any claim nis deemed to be waived. 12.2 In the event of a justified complaint, Bee Agency shall provide the correct Services, unless performance has become demonstrably meaningless to the Customer.
13. Suspension and termination
13.1 Bee Agency may to its election suspend the performance of Services or terminate the Agreement if I. the Customer is in default of any of the obligations of the Agreement and has not cured the default within 7 days after written notice, II. in the event of bankruptcy or insolvency of Customer or III. if Customer ceases it’s business. All amounts invoiced by Bee Agency for Services performed prior to the suspension or termination, shall become immediately due and payable upon such suspension of termination.
14. Liability Bee Agency
14.1 Bee Agency does not provide warranties with regard to the provision of Services unless stated otherwise. 14.2 Bee Agency shall not be liable for any loss incurred by Customer due to the provision of wrong or incomplete information by Customer to Bee Agency.
14.3 Without limiting the provisions 14.1 and 14.2, Bee Agency shall not be liable for any losses other than those losses incurred by Customer due to an attributable failure by Bee Agency to perform the Services. The liability of Bee Agency is at all times limited to the direct damages incurred by Customer, any other lost profits or liability for any special, incidental, indirect, exemplary, punitive, or consequential damages arising out of or in connection with this Agreement (whether from breach of contract, negligence, strict liability or other cause of action) shall be excluded at all times except where and to the extent that such damage has demonstrably been incurred as a result of intent or gross negligence of Bee Agency. 14.4 In the event of liability being established, Bee Agency’s liability is at all times limited to the amount that is actually paid out by the insurance company under the relevant insurance policy for the relevant event.
14.5 Any advice provided by Bee Agency is always non-binding and any follow-up is for the risk of Customer. 14.6 Bee Agency is neither responsible nor liable for the attendance of participants or visitors to the relevant Project.
15. Final provisions
15.1 Additions and amendments to the Agreement or these general terms and conditions shall be valid only if they have been agreed in writing between the Parties.
15.2 All Agreements and disputes arising from the Agreement or Project, shall be subject to Dutch law. All disputes that are not settled by mutual agreement will be settled exclusively by the competent court of Amsterdam.
October 8, 2019