Terms & Conditions
General Terms and Conditions of Artmaker International (AMI) – B2B
These are the general terms and conditions of Artmaker International, registered with the Dutch Chamber of Commerce under number 88442578 and having its office at Lange Delft 70, 4331 AS Middelburg, the Netherlands.
Email: info@artmakerinternational.com
VAT number: NL004604797B53
I. GENERAL
Article 1 – Applicability and Amendments
1.1 These general terms and conditions apply to all offers, agreements, and other legal relationships between Artmaker International ("AMI") and its client ("Client") related to the provision of photography and videography services ("Services") by AMI.
1.2 The applicability of any general terms and conditions of the Client is hereby explicitly rejected.
1.3 Deviations from these terms and conditions are valid only if expressly agreed in writing.
1.4 Agreements must be recorded in writing in a document, email, quotation, or order form. Together with these terms and conditions, such documents constitute the agreement between the parties ("Agreement").
1.5 Verbal agreements are not legally binding unless expressly agreed otherwise between the parties. In such a case, these terms and conditions shall still apply.
1.6 In the event of any inconsistency between these general terms and the Agreement, the Agreement shall prevail.
1.7 The Agreement supersedes all prior negotiations, promises, and correspondence relating to the same subject matter.
1.8 The Client confirms to have received or consulted a copy of these terms and conditions, in a storable format, no later than at the time of concluding the Agreement.
1.9 If any provision of these terms and conditions is void or annulled, the remaining provisions shall remain in full force and effect. AMI and the Client shall agree to new provisions to replace the void or annulled provisions, taking into account the intent and purpose of the original provision as far as reasonably possible.
1.10 AMI reserves the right to unilaterally amend these terms and any supplementary conditions applicable to the Services by notifying the Client through a reference to the amended terms published on AMI’s website. Amendments shall apply to existing Agreements after a notice period determined by AMI, which shall be no less than two months.
1.11 In the event of any differences in interpretation or inconsistencies between the Dutch version of these general terms and conditions and any translation thereof, the Dutch version shall prevail. The Dutch text shall be leading for the interpretation of the provisions.
Article 2 – Offers
2.1 All offers are non-binding. Written offers remain valid for 30 (thirty) days from the date stated on the quotation, unless expressly specified otherwise. Verbal offers are never legally binding.
2.2 AMI reserves the right to withdraw any offer or quotation prior to acceptance by the Client.
2.3 If an individual enters into the Agreement on behalf of or for the account of the Client, they declare – by entering into the Agreement – to be authorised to do so.
2.4 AMI is not bound by any acceptance that deviates from the offer set out in the quotation.
Article 3 – Prices and Payment
3.1 The Client shall owe AMI the fees for the Services as described in the quotation, order form, or as otherwise agreed.
3.2 Travel expenses will be charged separately at €0.24 per kilometre, calculated from AMI’s location to the location where the Services are performed.
3.3 All prices stated in the Agreement and quotations are exclusive of VAT. Discounts are only valid if agreed upon in writing.
3.4 Without prejudice to article 3.5, AMI is entitled to annually revise the recurring fees for the Services, effective from the new calendar year, based on the CBS service price index, series 2021 = 100, compared to the previous year, with a maximum increase of 5% per year. If the index exceeds 5%, the parties will consult each other.
3.5 AMI is entitled to unilaterally amend fees and rates from time to time. Such changes shall apply to existing Agreements following a notice period of at least two months, communicated via newsletter or other direct written means.
3.6 Unless otherwise agreed, fees must be paid by the Client within 30 (thirty) days of the invoice date.
3.7 Work performed on a post-calculation basis shall be invoiced monthly in arrears based on hours worked, as agreed in the Agreement.
3.8 Payments may only be made directly to AMI to the bank account(s) designated by AMI.
3.9 Payments shall be made without any set-off, deduction, or suspension unless expressly agreed otherwise. In the event of delay, complaint, or dispute by the Client, the Client remains fully and timely obliged to pay.
3.10 If the Client fails to make timely payment, the Client shall owe statutory commercial interest on the outstanding amount, without any notice of default being required.
3.11 The Client shall reimburse AMI for all judicial and extrajudicial collection costs, with a minimum of 10% of the principal sum.
Article 4 – Duration of the Agreement
4.1 An Agreement is entered into for the duration of the assignment as specified in the Agreement and shall automatically terminate upon completion of the assignment.
4.2 If the assignment is not completed within a (reasonable) agreed period, the parties shall consult each other.
4.3 Either party may terminate the Agreement in writing with one month's notice, unless such termination would be unreasonable or inequitable. Costs for Services already performed shall be charged to the Client.
Article 5 – Intellectual Property
5.1 The Services are carried out by AMI on behalf of the Client and are therefore considered bespoke. The delivery and development of these Services give rise to intellectual property rights. Intellectual property rights include, but are not limited to, all patents, design rights, trademarks, copyrights, database rights, domain names, trade names, know-how, confidential business information, and other rights regarding intellectual property or equivalent rights, whether or not they can be registered, including applications for registration ("IP Rights").
5.2 IP Rights to all Services delivered by AMI shall in principle vest in AMI or its licensors. However, AMI hereby transfers to the Client all existing and future IP Rights to the Services delivered (as described in the Agreement). This transfer is immediate, exclusive, unconditional, irrevocable, and without limitation, unless expressly agreed otherwise. The transfer includes all authorities related to the IP Rights and for all (current and future) forms of exploitation, in particular, but not limited to, reproduction and publication rights. The transfer also includes all enforcement rights (including claims for damages).
5.3 AMI retains all moral rights arising from, contained in, or resulting from any IP Rights in the Services delivered (as described in the Agreement). The Client shall respect these rights at all times. AMI shall only exercise these rights following prior consultation with the Client.
5.4 If any IP Rights in the Services vest with AMI’s suppliers, AMI will ensure that it holds a sublicensable licence to use and transfer these rights.
5.5 As full remuneration for the transfer of IP Rights, the Client shall pay the amount agreed in the Agreement for the relevant assignment.
5.6 AMI shall indemnify the Client against claims by third parties in relation to (alleged) infringement of their IP Rights. In such cases, AMI undertakes to take, at its own expense, all necessary measures to avoid disruption for the Client and minimise additional costs and/or damages incurred by the Client.
Article 6 – Marketing and Usage Rights
6.1 AMI is entitled to refer to its business relationship with the Client for marketing purposes, including listing the Client as a reference on AMI’s website and social media channels. The Client may withdraw this consent at any time by notifying AMI in writing.
6.2 The Client grants AMI a non-exclusive, non-transferable, and non-sublicensable right to use the result of the Services free of charge, unless otherwise agreed in writing. AMI accepts this right. The Client may terminate this licence unilaterally and with immediate effect at any time.
6.3 If and to the extent AMI uses the result of the Services for its own (promotional) purposes, AMI must – in addition to article 6.2 – obtain separate written consent from any employees, actors, or other individuals appearing in the result of the Services. This is independent of the consent the Client is separately required to obtain from such individuals, pursuant to portrait rights and the General Data Protection Regulation (GDPR). The Client shall fully cooperate in this regard.
6.4 AMI shall only use the result of the Services for its own business and within the normal course of its promotional activities, as described in this article.
Article 7 – Confidential Information
7.1 Both parties shall maintain strict confidentiality regarding each other's organisation, the operation of the Services, and any other confidential information provided under the Agreement.
7.2 Except with AMI’s prior written consent, the Client shall not disclose any confidential information to third parties and shall only share it with its personnel to the extent necessary for the execution of the Agreement.
7.3 The Client shall ensure that its personnel and any third parties engaged shall comply with this confidentiality obligation.
Article 8 – Delivery and Force Majeure
8.1 AMI will use its best efforts to deliver the Services diligently but does not guarantee error-free (concept) delivery. All delivery times mentioned by AMI are estimates based on information known to AMI at the time of entering the Agreement and shall be observed as much as possible. Exceeding any delivery period shall not constitute default. If delay is foreseeable, AMI and the Client shall consult as soon as possible.
8.2 AMI shall not be liable to the Client if it fails to deliver (on time) due to force majeure. Force majeure includes, but is not limited to, war, natural disasters, force majeure on the part of suppliers, failure, delays or defects by suppliers, government measures, strikes and lock-outs (e.g., at suppliers), and disruptions in third-party telecommunication or energy networks.
8.3 If the force majeure situation lasts longer than 90 (ninety) days, either party may terminate the Agreement by written notice. Any services already provided shall be settled proportionately, and neither party shall owe further compensation.
Article 9 – Termination
9.1 If the Client fails to fulfil any obligation under the Agreement, or if the Client applies for or is granted a suspension of payments, is declared bankrupt, ceases or liquidates its business, is dissolved, dies, or becomes legally incompetent, AMI shall be entitled to terminate the Agreement(s) in whole or in part and/or suspend further performance. All AMI's claims against the Client shall become immediately due and payable. The legal relationship governed by the Agreement shall remain in force as far as necessary for the settlement thereof.
Article 10 – Liability
10.1 AMI’s total liability, on any grounds whatsoever, is limited to compensation of direct damages up to the amount agreed for the Services in the Agreement (excluding VAT). This also applies to damages arising from death, bodily injury, or material damage to property. AMI is only liable for direct damages demonstrably caused by attributable failure in the Services.
10.2 If multiple parties are entitled to compensation due to a single event, claims shall be settled proportionally within the limit specified in 10.1.
10.3 AMI shall not be liable for indirect damages, including consequential damages, lost profits, missed savings, failure to achieve expected client outcomes, and business interruption.
10.4 The Client indemnifies AMI against all claims from third parties (including its own personnel or engaged third parties) arising from inaccuracies, defects, or incompleteness of advice or services provided or followed using AMI’s Services.
10.5 AMI shall not be liable for damages resulting from breaches of third-party IP rights or other rights caused by the use of data, materials, drawings, works or components provided by the Client, or resulting from methods prescribed by the Client. Nor is AMI liable for damages caused by reliance on inaccurate or incomplete information provided by the Client. The Client shall indemnify AMI against such claims.
10.6 Any claim for damages must be reported to AMI in writing as soon as possible, and in any case within one (1) year from the date the damage occurred.
10.7 Except in the cases set out above, AMI shall not be liable for compensation unless the damage was caused by intent or wilful recklessness on the part of AMI or its executive management.
Article 11 – Data and Privacy
11.1 The Client remains the controller under the GDPR for any personal data processed using the Services. If and to the extent AMI qualifies as a processor, a separate data processing agreement shall be concluded.
11.2 The Client warrants compliance with all applicable data protection laws and shall indemnify AMI against any third-party claims resulting from breach thereof.
11.3 If and to the extent AMI processes personal data for its own purposes, AMI is independently responsible under the GDPR. Reference is made to AMI’s privacy policy on its website.
Article 12 – Assignment and Use of Third Parties
12.1 The Client may not assign any rights or obligations under the Agreement to third parties without AMI’s prior written consent.
12.2 AMI is entitled to engage third parties in the performance of the Agreement.
Article 13 – Governing Law and Jurisdiction
13.1 These general terms and all Agreements concluded under them shall be governed exclusively by Dutch law.
13.2 All disputes related to these Agreements and/or these terms and conditions shall be submitted exclusively to the competent court of Zeeland-West-Brabant, the Netherlands.
Terms & Conditions AMI (B2B) | 4 August 2025