Definitions In these General Terms and Conditions, the following definitions apply:
General Terms and Conditions: the present standard terms of delivery that apply to all Agreements between the Journalist and Client.
Client: the other party of the Journalist and the other party within the meaning of article 6:231 of the Dutch Civil Code.
Journalist: freelance journalist who is a member of the Dutch Association of Journalists and a user within the meaning of article 6:231 of the Dutch Civil Code.
Agreement: the assignment agreement concluded between the Journalist and Client under article 7:400 of the Dutch Civil Code for the performance of journalistic activities.
Work: the work created by the Journalist.
License: permission from the Journalist to the Client to publish and reproduce the Work by the Client.
Article 1. Applicability
1.1 These terms and conditions apply to all offers and Agreements made by the Journalist.
1.2 Deviations from these General Terms and Conditions are only effective insofar as they have been expressly agreed in writing between the Journalist and Client.
1.3 Any general terms and conditions of the Client do not apply unless they have been expressly accepted in writing by the Journalist.
1.4 If any provision of these General Terms and Conditions should be found to be wholly or partly contrary to mandatory law, these General Terms and Conditions will otherwise remain in full force and effect, while with regard to the void provision, the parties shall consult on a new provision that matches the scope of the void provision as much as possible.
Article 2. Assignment
2.1 Within the framework of the Agreement, the Journalist has the right to carry out the assignment at his own technical and creative insight.
2.2 Amendment to the Agreement by the Client is only valid if the change has been expressly confirmed in writing by the Journalist. Tacit acceptance of the change is excluded.
2.3 If, during the execution of the Agreement, it appears that, in the sole opinion of the Journalist, it is necessary for the proper execution of the Agreement to change or supplement the work to be performed, the parties will mutually amend the Agreement accordingly and the Journalist is entitled to additional compensation.
Article 3. Termination
3.1 If the Client terminates the Agreement prematurely, for whatever reason, the Client is obliged to pay the agreed fee in full regardless of whether the Journalist has performed work. This payment obligation does not apply to the non-professional Client, who owes a reasonably determined part of the agreed fee upon cancellation.
3.2 If the Client terminates the Agreement within 24 hours after it was concluded and the Journalist has not started the work yet, the Client is not obliged to pay the agreed fee.
3.3 An Agreement for which the Journalist must work without delay cannot be terminated.
3.4 In the event of bankruptcy or suspension of payment by the other party, both Client and Journalist have the right to terminate the Agreement immediately. All amounts due are then immediately due and payable.
3.5 In the event of long-term cooperation, the Agreement can only be terminated by the Client with a reasonable notice period of at least three months, during which period the Client will continue to purchase or financially compensate the Journalist's usual amount of work.
Article 4. Duration of Agreement and terms
4.1 Unless the parties have agreed otherwise, the Agreement ends by operation of law after the Work has been delivered.
4.2 If the parties agree on a period of time for the delivery of the Work, this is never a deadline. If the delivery period is exceeded, the Client is obliged to warn the Journalist in writing to act urgently and to grant a reasonable period of time to still deliver the Work.
AArticle 5. Reimbursement
If the parties have not agreed on a fee, the Journalist will unilaterally and reasonably and fairly determine the remuneration, taking into account the extent and scope of the Client's desired use of the Work.
Article 6. One-off review of Work
6.1 After delivery of the Work, the Client has the right to a simple review of the Work once without the Client owing additional compensation. Only the Journalist decides whether a review is considered a simple review and is carried out free of charge.
6.2 The Client must immediately make use of the right to review under penalty of forfeiture. The Client will promptly inform the Journalist of the desired review.
6.3 If the desired review cannot be regarded as a simple revision, the Journalist will promptly inform the Client, stating the additional fee that the Client owes for reviewing the Work. After written acceptance of the additional fee, the Work will be reviewed.
Article 7. Copyright and right of use
7.1 The copyright in the Work is owned exclusively by the Journalist, regardless of the revision of the Work at the Client's instructions.
7.2 If the Agreement has not been concluded in writing or if the Agreement does not further specify the License, the Client, by delivering the Work by the Journalist to the Client, acquires the one-off non-exclusive right of disclosure and reproduction to the Work that is limited to the title for which the Work was created. The aforementioned License is limited to Dutch territory.
7.3 Both exclusive exploitation and digital exploitation must always be explicitly agreed in writing and are not covered by the License mentioned in article 7.2.
7.4 The License is granted subject to timely and full payment of the invoice. If the Client fails to pay the Journalist's invoice in time and in full, the License will expire retroactively. All revelations and/or simplifications already made by or on behalf of the Client will then be considered an infringement of the Journalist's copyright and must be discontinued from the day after the due date of the invoice. From the day after the due date of the invoice, the Client is liable to pay compensation to the Journalist as described in article 7.8 of these General Terms and Conditions.
7.5 The Client is not allowed to transfer it in the License or to grant sublicenses to third parties, except with the Journalist's prior written consent.
7.6 Reuse, both collectively and specifically, is not covered by the License obtained by the Client and must be expressly agreed.
7.7 Any use of the Work that has not been agreed and is not covered by the License described in paragraph 2 of this article is an infringement of the Journalist's copyright as a result of which the Client is liable for damages.
7.8 The compensation that the Client owes in accordance with the provisions of article 7.7 amounts to 300% of the agreed or usual compensation and includes the loss of income suffered by the Journalist, the profit unlawfully made by the Client and the immaterial damage caused. The costs that the Journalist must incur for legal assistance to recover the damage do not fall below the aforementioned percentage and must be fully reimbursed by the Client.
7.9 When publishing or reproducing the Work, the Client is obliged to clearly state the name of the Journalist.
7.10 In the event of liquidation, bankruptcy or suspension of payment by the Client, the License ends immediately, unless the parties agree otherwise in writing.
7.11 For any violation of the personality rights vested in the Journalist under article 25 of the Copyright Act 1912, including the right to attribution, the Client owes compensation once the agreed or usual fee.
Article 8. Invoicing and payment
8.1 Payment is made within 14 days of the invoice date, unless the invoice states otherwise.
8.2 Invoicing may take place from the time of delivery of the Work.
8.3 If the Client does not exploit the Work, this does not release the Client from any payment obligation.
8.4 The Client does not have the right to suspend any payment obligation.
8.5 In the event of late payment, the Client owes statutory interest calculated from the first day after the expiry of the payment term as described in this article.
8.6 In the event of late payment, the Client owes extrajudicial collection costs of at least 15% of the principal amount, with a minimum of €75.00.
8.7 In the event of the Client's liquidation, bankruptcy or suspension of payment, the Journalist's claims are immediately due and payable.
Article 9. Suspension
If the Client fails to fulfil one of its obligations under the Agreement, does not fully or not timely, the Journalist is entitled to suspend his obligations without further notice, without prejudice to the Journalist's other powers under the law and these General Terms and Conditions.
Article 10. Liability
10.1 Except for intent or gross negligence on the part of the Journalist, the Journalist is never liable for damage suffered by the Client, its staff and/or third parties, of whatever nature, arising from or related to the Agreement.
10.2 The Journalist's liability is limited to direct damage actually suffered by the Client.
10.3 Without prejudice to the provisions of articles 10.1 and 10.2, the Journalist's liability is at all times limited to the amount covered and paid out by Journalist's insurer. If the insurer does not pay out or if the Journalist is not insured, the liability is limited to the amount of the invoice amount. Any further compensation for damage expressly excludes Journalist.
10.4 If third parties announce or bring any claim against the Journalist and/or Client with regard to the disclosure of the Work by or on behalf of the Client, Client and Journalist will determine in good consultation whether they are defending this and how that will be done. Journalist and Client each bear their own costs.
Article 11. Choice of law and forum
11.1 These General Terms and Conditions and all Agreements are governed by Dutch law.
11.2 All disputes that arise as a result of an Agreement or these General Terms and Conditions will, unless otherwise required by law, be submitted to the competent court in the Netherlands.
Amsterdam, September 1, 2019
