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.



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

are imputed.

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.



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

damages suffered.



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.



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.



9.1 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.



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

between parties;

– 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

has stated.



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.



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.



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.


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

possibly approaches.



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

competent court.


Jim Roses Chamber of Commerce: 50750461