GENERAL TERMS AND CONDITIONS
Article 1. GENERAL
1.1. These terms and conditions apply to all offers, productions and (pre-contractual) agreements
the purchase / sale of goods and / or orders and services from Jim Roses, hereinafter referred to as Jim Roses;
1.2. Additions or deviations from the conditions must be agreed in writing and apply
only for that agreement for which they are made.
1.3. The rights and obligations under agreements between Jim Roses and the other party can be done by the other party
not be transferred to third parties except with written permission from Jim Roses.
1.4. Other general terms and conditions, including those of the other party, are made by Jim Roses
not accepted, unless otherwise agreed in writing and confirmed by Jim Roses.
Article 2. OFFERS
2.1. All offers are without obligation and are valid for 3 months, unless in writing
otherwise agreed. An offer containing a term can nevertheless be accepted by Jim Roses
revoked, even after receipt of the order, provided that within 5 working days of receipt of that order.
2.2. Prices, quantities, weights, sizes, etc. are stated in price lists, quotations and other documents
only informative. They have the character of an approximate indication and do not bind Jim Roses.
2.3. Jim Roses compiles his offers based on an estimate of the required working hours for project preparation,
recordings, editing, use of materials and other project-related matters. Jim Roses determines
these hours are reasonably, but are approximate.
Article 3. AGREEMENTS
3.1. An agreement is only deemed to have been legally concluded after Jim Roses has placed the order
has confirmed in writing or has started the execution of the assignment. The content of the
agreement is determined by the quotation and / or order confirmation from Jim Roses and these general terms and conditions
3.2. If – after the order has been issued – the other party has additional wishes during the production
are not included in the quotation, these extra hours will be based on a fixed hourly rate in addition to the in
the invoice amount agreed upon in the quotation, unless otherwise agreed. An exercise
for additional work, the other party must confirm in writing. Changes to the original assignment from
any nature whatsoever must be confirmed in writing by Jim Roses. The originally agreed
delivery period or delivery time of the production will lapse due to the change.
3.3. A project is recorded as agreed. The content of a graphic layout, film production,
advisory document or any service whatsoever is approximately communicated during acceptance but remains
depending on the circumstances of the case. Jim Roses expressly reserves all rights
to make interim changes to the direction of a project. Jim Roses determines the way in which a
project is designed and executed.
3.4. With a shared project, additional conditions may apply with regard to, among other things, the
delivery, running times, assembly and implementation. These additional conditions appear from the quotation.
Article 4. PRICES
4.1. All quotes and prices charged by Jim Roses are as at the time of the offer
or prices applicable to the conclusion of the agreement, excluding travel, parking and accommodation costs and
exclusive of VAT, unless otherwise agreed in writing. Travel costs are € 0.22 cents per kilometer.
4.2. If, after the conclusion of the agreement, the prices of materials, taxes and / or other factors that
To help determine the price of the goods and / or services, or undergo a change, Jim Roses is entitled
implement these price changes. Price changes of more than 10% entitle the other party to the
to dissolve the agreement, provided this is in writing and within seven days after receipt of the relevant
communication happens. A dissolution as stated does not entitle the other party to compensation of any kind
4.3. When Jim Roses provides a video production, the other party is responsible for paying
authors’ fees for the music used in this video production. These copyrights are additional
costs that are not included in the quotation. The amount of the fees is determined by the
copyright organization and charges are added to the final invoice.
4.4. When Jim Roses needs a voice over for a video production, these costs will be added to the
final invoice added.
Article 5. PAYMENT
5.1 Jim Roses will in all cases invoice a down payment of 50% of the total amount, unless otherwise in advance
agreed. For projects above € 7,000, 75% of the total amount will be invoiced.
5.2. A down payment must be made in advance and must be made in the week in which a project starts. Were allowed
other payment conditions have been agreed, these will be apparent from the invoice. Payment of the invoice
after the down payment invoice must be made within 30 days.
5.3. The other party is in default after expiry of the payment term referred to in paragraph 2 of this article without this
a notice of default is required for this purpose, irrespective of whether or not the other party can exceed it
5.4. Without prejudice to its further rights, Jim Roses is then authorized to charge interest
on the outstanding amount of 1.5% per month or part of a month, to be calculated from the
concerning due date.
5.5. All extrajudicial and judicial costs incurred by Jim Roses in the context of a dispute with
other party, both claimant and defendant, are at the expense of the other party.
5.6. Incoming payments serve to settle the oldest outstanding items, interest and costs
including, even if the other party declares otherwise in this respect.
Article 6. CANCELLATION
In case of cancellation by the other party before the start of the production, all by Jim Roses in respect of the
costs incurred as well as the lost profit immediately due and payable, with a minimum of 10% of the
principal sum, all to the extent necessary to be increased by any by Jim Roses as a result of the cancellation
Article 7. DELIVERY TIME, DELIVERY, RISK
7.1. The delivery date stated or agreed in the order confirmation is not a deadline
and are only indicated by approximation, even if this has been expressly accepted by the other party.
In the event of late delivery, Jim Roses is therefore only in default after written notice of default.
7.2. The stated or agreed delivery period will in any case, but not exclusively, be automatic
extended by the period (s) during which:
– there is a delay in manufacturing and / or shipping and / or assembly and / or any other de
execution temporarily preventing circumstance, regardless of whether this can be attributed to Jim Roses;
– the other party fails to fulfill one or more obligations towards Jim Roses or there are well-founded fears that he
will fail to do so, regardless of whether the reasons for this are justified or not;
– the other party does not enable Jim Roses to execute the agreement. This situation occurs, among other things
for if the other party fails to communicate the place of delivery or for the performance
to make necessary data, items or facilities available.
Article 8. PERFORMANCE OF THE AGREEMENT
8.1. Jim Roses will end the agreement to the best of its knowledge and ability and in accordance with the requirements of
perform good workmanship and on the basis of the current state of science.
8.2. Jim Roses is entitled to execute the assignment or parts thereof without the consent of the other party
spend on or have it done by third parties who are not employed by Jim Roses.
8.3. The Other Party will ensure that all data, of which Jim Roses indicates that this is necessary or
of which the other party should reasonably understand that they are necessary for the execution of
the agreement, be provided to Jim Roses in a timely manner. If the for the implementation of the agreement
necessary information is not provided to Jim Roses in time, Jim Roses has the right to implement the
suspend the agreement and / or the extra costs resulting from the delay at the usual
to charge rates to the other party.
8.4. If it has been agreed that the agreement will be executed in phases, Jim Roses can carry out the execution
of those parts that belong to a subsequent phase until the other party has the results of the
has approved the preceding phase in writing.
9. DURATION AND TERMINATION
9.1 after the end of the agreement, the following obligations will continue: obligation to pay,
retention of title, confidentiality, respect for intellectual property rights and acceptance
of liabilities. These obligations will continue as long as Jim Roses insists on their continued existence
can reasonably claim.
10.1 Jim Roses and client undertake mutually all obtained before or during the agreement
treat information in strict confidence, unless that information is already freely available.
10.2 Jim Roses may use the Client’s name, logos and references for commercial purposes, including
placement on its website (s), reference lists, advertisements, (electronic) direct mail.
10.3 This agreement is governed by Dutch law, with the judge in Amsterdam as competent
10.4 Jim Roses is authorized to change the Terms of Service. Changes will be sent in writing to the
Client must be made known. Changes take effect 2 (two) months after notification or – if the
changes must take effect earlier – at a time to be determined by the parties. The changes are just of
apply to Agreements that are concluded after the date of effect of the changes, unless parties
agree to declare the changes also applicable to agreements already existing between them.
Article 11. NON-PERFORMANCE / DISSOLUTION / SUSPENSION
11.1. Jim Roses is authorized to conclude the agreement with immediate effect, without judicial intervention, in whole or
to partially dissolve or suspend the performance, without prejudice to the other attributes
rights (to performance and / or compensation), if:
– the other party acts contrary to any provision of the agreement
– the other party dies, applies for suspension of payments or files for bankruptcy or the
bankruptcy of the other party is applied for or the business of the other party is shut down or
– a private agreement is offered or any asset of the other party is seized
11.2. The provisions of paragraph 1 of this article apply mutatis mutandis if the other party, after doing so
to be invited in writing, not within seven days adequate security in the opinion of Jim Roses
Article 12. RESERVATION OF OWNERSHIP
12.1. Delivery takes place under retention of title. This reservation applies with regard to claims up to
payment of all delivered or to be delivered by Jim Roses to the other party under any agreement
goods and / or work performed in the context of delivery, as well as with regard to claims on account of
failure of the other party to comply with these agreements.
12.2. Jim Roses is authorized in the cases referred to in Article 11 paragraph 1 above to deliver the goods delivered in accordance
retained its property with the previous paragraph of this article. Such
repossession counts as a dissolution of the agreement (s) concluded with the other party. Counterparty
irrevocably authorizes Jim Roses as much as necessary to remove the items concerned or have them removed where necessary
these are located.
12.3. The Other Party is authorized, if and insofar as necessary in the context of its normal business operations,
to dispose of the goods subject to retention of title. Enables the other party to exercise this power
use, he is obliged to also provide the goods on which the retention of title rests to third parties
deliver only subject to the ownership rights of Jim Roses. He also obliges Jim
To grant Roses an undisclosed right of pledge on the claims it has or will have on these third parties upon first request
to get. In the event that the other party refuses to do so, this provision applies as an irrevocable power of attorney to Jim
Roses to establish this pledge.
Article 13. LIABILITY
13.1. Jim Roses is not liable for damage as a result of any shortcoming in the fulfillment of
its obligation (s) towards the other party. The fulfillment of the obligations arising from complaints as described
in Article 9 above, the sole and full (damage) compensation applies. Any other claim for damages,
On whatever grounds, is excluded, unless there is intent or gross negligence on the part of Jim
Roses or executive subordinates.
13.2. Jim Roses is also not liable for intent or (gross) negligence of (non-managerial) subordinates
or from others that it has engaged in the context of the performance of the agreement.
13.3. Jim Roses accepts no liability for advice provided by or on behalf of it.
Article 14. FORCE MAJEURE
14.1. Force majeure within the meaning of these general terms and conditions is understood to mean any circumstance outside of the
will and actions of Jim Roses, whether or not foreseeable at the time of entering into the agreement,
as a result of which performance cannot reasonably be expected of Jim Roses, such as war,
government action, lack of raw materials, factory or transportation disruptions of any kind, work
strikes, exclusion or lack of personnel, quarantine, epidemics, loss of frost, shortcoming of
third parties engaged by Jim Roses for the implementation of the agreement (such as in
late delivery by suppliers), etc.
14.2. Force majeure gives Jim Roses the right to terminate the agreement in whole or in part, or the
suspend performance of its obligations, without being obliged to pay compensation. To the point
the other party remains obliged to pay for the part of the agreement already performed.
Article 15. CONFIDENTIALITY / INTELLECTUAL PROPERTY RIGHTS
15.1. The Other Party undertakes to maintain complete confidentiality with regard to all data and information regarding Jim
Roses or its company, both during and after termination of the agreement and the relationship between the parties,
insofar as this information has been provided confidentially or has an apparently confidential nature.
15.2. Jim Roses reserves all rights (of intellectual property) with regard to the products it supplies
matters for in the broadest sense of the word, in particular the copyrights on all works as referred to
in Article 10 of the Copyright Act. The Other Party does not undertake these rights in any way, directly or
indirectly, violate or affect by use or otherwise and Jim Roses acknowledges this matter
is the rightful claimant.
15.3. A Jim Roses production may not be reproduced, reproduced, or edited without prior notice
permission from Jim Roses.
Article 16. PARTIAL NULLITY
If one or more provisions from this agreement with the other party are not or not fully legally valid, remain
the other provisions are in full force. Instead of the invalid provisions, an appropriate regulation applies, which
the intention of the parties and the economic result they pursue in a legally effective manner
Article 17. PLACE OF PERFORMANCE, APPLICABLE LAW, COMPETENT COURT
17.1. The place of business of Jim Roses is the place where the other party fulfills its obligations towards Jim Roses
must comply, unless mandatory provisions dictate otherwise.
17.2. All offers and agreements of Jim Roses are exclusively governed by Dutch law.
17.3. All disputes that arise as a result of the agreement concluded between the other party and Jim Roses
or of further agreements, which may be the result thereof, will be settled by the
Jim Roses Chamber of Commerce: 50750461