MOMENTS FOR LIFE PRODUCTION TERMS AND CONDITIONS (B2C)

Article 1 - Definitions

1. Moments For Life Production, established in Rotterdam, Chamber of Commerce number 88960765, is referred to in these general terms and conditions as the service provider.

2. The counterparty of the service provider is referred to in these general terms and conditions as the client.

3. Parties are the service provider and the client together.

4. The agreement means the service agreement between the parties.

Article 2 - Applicability of General Terms and Conditions

1. These conditions apply to all quotations, offers, activities, agreements, and deliveries of services or goods by or on behalf of the service provider.

2. Deviations from these conditions are only possible if expressly and in writing agreed by the parties.

3. The agreement always contains best-efforts obligations for the service provider, not result obligations.

Article 3 - Payment

1. Invoices must be paid within 8 days of the invoice due date unless the parties have agreed otherwise or if a different payment term is stated on the invoice.

2. If the client does not pay within the agreed term, the client is legally in default, without the need for a notice of default. From that moment, the service provider is entitled to suspend the obligations until the client has met the payment obligation.

3. If the client remains in default, the service provider will proceed with collection. The costs associated with this will be borne by the client. In the event of default, the client owes statutory interest, extrajudicial collection costs, and any other damage to the service provider. The collection costs are calculated in accordance with the Decree on compensation for extrajudicial collection costs.

4. In the event of liquidation, bankruptcy, seizure, or suspension of payment of the client, the claims of the service provider on the client are immediately due and payable.

5. If the client refuses to cooperate in the execution of the assignment by the service provider, the client is still obliged to pay the agreed price to the service provider.

6. If the client wishes to expand the services other than already agreed, the client must sign a new document for the extension of the services and the payments must be made immediately on the spot.

Article 4 - Offers and Quotations

1. Offers are without obligation and valid for a maximum of 1 month unless a different acceptance period is stated in the offer. If the offer is not accepted within that period, the offer expires.

2. Delivery times in quotations are indicative and do not entitle the buyer to dissolution or compensation if exceeded, unless the parties have expressly agreed otherwise in writing.

3. Offers and quotations do not automatically apply to repeat orders. Parties must expressly agree on this in writing.

Article 5 - Prices

1. The prices stated on offers, quotations, and invoices include the VAT due, unless otherwise agreed.

2. The prices of goods are based on the cost prices known at that time. Increases thereof, which could not have been foreseen by the service provider at the time of the offer or the conclusion of the agreement, may give rise to price increases.

3. With regard to the services, the parties may agree on a fixed price when concluding the agreement.

4. If no fixed price has been agreed, the tariff for the services can be determined based on the hours actually spent. The tariff is calculated according to the usual hourly rates of the service provider, valid for the period in which he performs the work unless a different hourly rate has been agreed.

5. If no tariff has been agreed based on the hours actually spent, an agreed target price will be used, whereby the service provider is entitled to deviate from this up to 10%. If the target price is more than 10% higher, the service provider must inform the client in good time why a higher price is justified. In that case, the client has the right to cancel that part of the order that exceeds the target price plus 10%.

Article 6 - Price Indexation

1. The service provider is entitled to increase its rates annually on 1 July in accordance with the consumer price index (CPI) for all households.

Article 7 - Provision of Information by the Client

1. The client provides all relevant information for the execution of the assignment to the service provider.

2. The client is obliged to provide all data and documents that the service provider believes are necessary for the correct execution of the assignment in a timely manner and in the desired form and manner.

3. The client guarantees the correctness, completeness, and reliability of the information and documents provided to the service provider, even if these come from third parties, unless the nature of the assignment dictates otherwise.

4. If requested, the service provider will return the relevant documents to the client.

5. If the client does not provide the necessary information and documents on time or properly and the execution of the assignment is delayed as a result, the resulting extra costs and extra fees are borne by the client.

Article 8 - Withdrawal of Assignment / Cancellation Policy

1. The client is free to terminate the assignment to the service provider at any time.

2. Upon withdrawal of the assignment, the client is obliged to pay the due fee and the costs incurred by the service provider.

3. If the client decides to cancel the appointment at least 2 days (48 hours) before the scheduled appointment date, 50% of the agreed amount is due.

4. Cancellations made less than 2 days (48 hours) before the scheduled appointment date result in the full agreed amount being due.

Article 9 - Execution of the Agreement

1. The service provider performs the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

2. The service provider has the right to have work carried out by third parties.

3. The execution takes place in mutual consultation and after written agreement and payment of any agreed advance.

4. It is the responsibility of the client that the service provider can start the assignment on time.

Article 10 - Duration of the Agreement

1. The agreement between the client and the service provider is entered into for an indefinite period unless the nature of the agreement dictates otherwise or if the parties have expressly agreed otherwise in writing.

2. If the parties agree on a period within the term of the agreement for the completion of certain activities, this is never a strict deadline. If this period is exceeded, the client must give the service provider written notice of default.

Article 11 - Modification of the Agreement

1. If during the execution of the agreement it appears that it is necessary for proper execution of the assignment to change or supplement the work to be done, the parties will adjust the agreement in time and in mutual consultation accordingly.

2. If the parties agree that the agreement will be amended or supplemented, this may affect the time of completion of the execution. The service provider will inform the client of this as soon as possible.

3. If the modification or supplement of the agreement has financial and/or qualitative consequences, the service provider will inform the client about this in writing as soon as possible.

4. If a fixed fee has been agreed, the service provider will indicate to what extent the modification or supplement of the agreement results in an exceeding of this fee.

Article 12 - Force Majeure

1. In addition to the provisions of article 6:75 of the Dutch Civil Code, a shortcoming of the service provider in the fulfilment of any obligation towards the client cannot be attributed to the service provider in the event of a circumstance independent of the will of the service provider, as a result of which the fulfilment of its obligations towards the client is wholly or partially prevented or as a result of which the fulfilment of its obligations cannot reasonably be required of the service provider. These circumstances include, among others, default by suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions, and work interruptions.

2. If a situation as referred to above occurs, as a result of which the service provider cannot fulfil its obligations towards the client, those obligations will be suspended as long as the service provider cannot fulfil its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to dissolve the agreement in whole or in part in writing.

3. In the case referred to in the second paragraph of this article, the service provider is not obliged to pay any compensation for damage, even if the service provider enjoys any advantage as a result of the force majeure situation.

Article 13 - Transfer of Rights

1. Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision applies as a stipulation with property law effect as referred to in article 3:83, second paragraph, of the Dutch Civil Code.

Article 14 - Warranty

1. The parties have entered into a service agreement that only contains an obligation of effort for Moments For Life Production and therefore no obligation of result.

Article 15 - Insurance

1. The client undertakes to adequately insure and keep insured the goods delivered that are necessary for the execution of the underlying agreement, as well as the goods of the service provider that are located at the client and the goods delivered under retention of title, against among others fire, explosion, water damage, and theft.

2. The client will provide the policy of these insurances for inspection upon first request.

Article 16 - Retention of Title, Right of Suspension, and Right of Retention

1. The goods and parts present and delivered to the client remain the property of the service provider until the client has paid the full agreed price. Until then, the service provider can invoke its retention of title and take back the goods.

2. If the agreed amounts to be paid in advance are not paid or not paid on time, the service provider has the right to suspend the work until the agreed part is paid.
In that case, there is creditor default. A late delivery cannot be attributed to the service provider.

3. The service provider is not authorized to pledge or otherwise encumber the goods subject to its retention of title.

4. If goods have not yet been delivered but the agreed advance payment or price has not been paid in accordance with the agreement, the service provider has the right of retention. The goods will then not be delivered until the client has paid in full and in accordance with the agreement.

5. In the event of liquidation, insolvency, or suspension of payment of the client, the obligations of the client are immediately due and payable.

Article 17 - Joint and Several Liability

1. If the assignment is given by more than one client, all clients are jointly and severally liable for the fulfilment of all obligations under these general terms and conditions and the underlying agreement.

Article 18 - Liability

1. Any liability for damage arising from or related to the execution of an agreement is always limited to the amount paid out in the relevant case by the (professional) liability insurance(s). This amount is increased by the amount of the deductible according to the relevant policy.

2. The liability limitation also applies if the service provider is held liable for damage resulting directly or indirectly from the improper functioning of the equipment, software, data files, registers, or other items used by the service provider in the execution of the assignment.

Article 19 - Liability of the Client

1. If an assignment is given by more than one person, each of them is jointly and severally liable for the amounts due to the service provider based on that assignment.

Article 20 - Indemnification

1. The client indemnifies the service provider against all claims from third parties related to the goods and/or services delivered by the service provider.

Article 21 - Obligation to Complain

1. The client is obliged to report complaints about the work performed immediately in writing to the service provider. The complaint contains a description of the shortcoming as detailed as possible so that the service provider is able to respond adequately.

2. A complaint can never lead to the obligation of the service provider to perform other work than agreed.

Article 22 - Intellectual Property

1. Unless parties have expressly agreed otherwise in writing, the service provider retains all intellectual absolute rights (including copyright, patent right, trademark right, drawing and model right, etc.) on all designs, drawings, writings, data carriers, or other information, offers, images, sketches, models, maquettes, etc.

2. The aforementioned intellectual absolute rights may not be copied, shown to third parties, made available, or otherwise used without written permission from the service provider.

3. The client undertakes to maintain the confidentiality of the confidential information made available to him by the service provider. Confidential information means in any case what is mentioned in this article, as well as business data. The client undertakes to impose a written confidentiality obligation on his personnel and/or third parties involved in the execution of this agreement.

Article 23 - Confidentiality

1. The client will keep confidential the information received from the service provider (in any form) and all other information about the service provider of which he knows or can reasonably suspect that it is secret or confidential, or information that he can expect that its dissemination could harm the service provider, and will take all necessary measures to ensure that the client also keeps this information confidential.

2. The confidentiality obligation referred to in the first paragraph of this article does not apply to information:

1. That was already public at the time of provision by the service provider or later became public without a violation of a confidentiality obligation by the client;

2. That the client can demonstrate was already in his possession at the time of provision by the service provider;

3. That the client has received from a third party where this third party was entitled to provide this information to the client;

4. That is made public based on a legal obligation.

3. The confidentiality obligation described in this article applies for the duration of this agreement and for a period of three years after its termination.

Article 24 - Penalty Clause

1. If the client breaches the article of these general terms and conditions on confidentiality or intellectual property, the client forfeits an immediately payable fine of € 500 to the service provider for each breach, as well as an amount of € 20 for each day that the breach continues. This penalty does not require prior notice of default or judicial proceedings. There is also no need for any form of damage.

2. The forfeiture of the penalty referred to in the first paragraph of this article does not affect the other rights of the service provider, including its right to claim compensation in addition to the penalty.

Article 25 - Amendment of General Terms and Conditions

1. Moments For Life Production is entitled to amend or supplement these general terms and conditions.

2. Minor changes can be made at any time.

3. Moments For Life Production will discuss major substantive changes with the customer as much as possible in advance.

4. Consumers are entitled to terminate the agreement in case of a significant change to the general terms and conditions.

Article 26 - Applicable Law and Competent Court

1. Only Dutch law applies to every agreement between the parties.

2. If one or more provisions of these general terms and conditions are deemed unreasonably onerous in court, the remaining provisions remain in full force. The Dutch court in the district where Momenten Voor Het Leven Productie is established has exclusive jurisdiction to hear disputes between the parties, unless the law prescribes otherwise.

Article 27 - Date of Commencement

1. These general terms and conditions apply from: January 1, 2023.

2. By using any service of Moments For Life Production, you acknowledge that you have read and agree to these General Terms and Conditions.