General Terms and Conditions

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If you’re reading this, then you’ve already become – or are about to become – one of our customers. We’re really excited about that! But what can we expect from one another? We firmly believe in keeping rules to a minimum, but sometimes it’s handy to agree on clear arrangements about certain subjects. For instance, to allow you to trust us with your confidential information. Or to ensure that you actually take delivery of the product we create for you. That’s why we have drawn up these terms and conditions, focusing on both your interests and ours. Have you got questions about any of these provisions? Please don’t hesitate to contact us. We’d be happy to explain them to you.

Article 1: Definitions

The following terms as used in these general terms and conditions have the following definitions, unless explicitly stated otherwise.

FX Agency: FX Agency B.V., having its registered office at Maliebaan 68, 3581 CV, Utrecht, registered in the commercial register of the Chamber of Commerce under number: 56101740.

Client: The natural person, partnership, limited partnership or legal entity that requests FX Agency to issue a quote and/or has concluded an agreement with FX Agency.

Product/service:All activities to be performed and work to be produced for the Client by FX Agency including but not limited to designs, concepts, advertisements, logos, corporate identities, leaflets, brochures, sketches/design sketches, internet sites, banners, films, campaign proposals, recruitment advice and other materials or files (including electronic files).

Article 2: Applicability of general terms and conditions

These general terms and conditions (hereinafter: ‘General Terms and Conditions’) are applicable to all verbal or written offers, quotes and agreements between FX Agency and the Client to which FX Agency has declared these General Terms and Conditions applicable, insofar as the parties have not explicitly deviated from these General Terms and Conditions in writing.
The applicability of any general terms and conditions of procurement or other terms and conditions of the Client is explicitly rejected.
These General Terms and Conditions also apply to those agreements with FX Agency for which FX Agency is required to engage third parties for the purpose of performance.
If one or more provisions of these General Terms and Conditions is/are declared fully or partially null and void or is/are annulled, the other provisions of these General Terms and Conditions will remain in full force and FX Agency and the Client will consult one another in order to agree on one or more new provisions to replace the null and void or annulled provision(s), maintaining the purpose and intent of the null and void or annulled provision(s) insofar as possible.

Article 3: Quotes and prices

Quotes issued by FX Agency are valid for 30 days. FX Agency is bound by a quote only if the Client confirms acceptance in writing within 30 days.
The prices in such offers, price estimates and quotes are exclusive of VAT and other government-imposed levies. Unless explicitly stated otherwise, the specifications and other information communicated by FX Agency in offers, price estimates and quotes are only an approximation.
If the quote for an agreement between FX Agency and the Client was made on the basis of a subsequent calculation of costs, the quote shall always be regarded as giving a guide price only and the actual costs incurred by FX Agency will be charged to the Client.
FX Agency is not bound by manifest errors, typing mistakes or other clear errors in an offer, price estimate or quote.
FX Agency is not bound by the Client’s acceptance if it deviates from the quote given in the offer (including on minor points).
A composite price estimate does not oblige FX Agency to provide part of the product or service for a corresponding portion of the estimated price.

Article 4: Performance of the agreement

FX Agency will perform the agreement to the best of its understanding and abilities in the manner expected of a good professional.
FX Agency reserves the right to have activities performed by third parties.
The Client will ensure that all information that FX Agency indicates is essential or that the Client reasonably ought to understand is essential for the performance of the agreement is provided to FX Agency in a timely manner. If the information needed for the performance of the agreement has not been provided to FX Agency in a timely manner, FX Agency is entitled to suspend the performance of the agreement and/or to charge the extra costs arising from the delay to the Client.
FX Agency will endeavour to comply with legislation in the field of privacy and personal data protection (including the General Data Protection Regulation and/or other national or international legislation). More information about how FX Agency handles personal data can be found in the FX Agency Privacy Statement, which is available on its website.
If FX Agency or any third party engaged by FX Agency in the context of the assignment performs activities at the Client’s premises or a location specified by the Client, the Client will make sure the safety of the location the agreement is performed is guaranteed and the facilities reasonably desired by the employee(s) in question are made available free of charge.

Article 5: Duration and termination

The agreement between FX Agency and the Client is concluded for the duration of the project in question (i.e. the product or service), unless the nature of the agreement gives rise to a different conclusion or the parties explicitly agree otherwise in writing.
If the agreement relates to hosting/webhosting and/or domain registration, the minimum duration is twelve months and invoicing will take place on an annual basis. After this period expires, the agreement will continue to be tacitly renewed for further periods of twelve months each time.
Agreements that relate to hosting/webhosting and/or domain registration can only be terminated in writing with due observance of a notice period of one quarter. No rights can be derived from a notice of termination until FX Agency has informed the Client of its successful receipt.
FX Agency is entitled to temporarily or entirely deactivate products and services and/or limit their use if the Client does not comply with the agreement and its obligations to FX Agency or violates these General Terms and Conditions. FX Agency will notify the Client of this in advance unless this cannot in all reasonableness and fairness be expected of FX Agency. The obligation to pay sums owed will also continue to exist during the deactivation.
If the Client terminates the assignment fully or partially, it is obliged to reimburse FX Agency for all costs reasonably incurred with a view to performing the assignment. The Client is also obliged to reimburse costs arising from any obligations to third parties already undertaken by FX Agency for the performance of the assignment, notwithstanding the possibility that FX Agency may recover any losses arising from the termination from the Client.
Notwithstanding the previous provisions and without prejudice to FX Agency’s entitlements to additional compensation, FX Agency has the right to dissolve the agreement without further notice of default or judicial intervention in the following (non-exhaustive list of) cases, if:

The Client is in default regarding compliance with its payment obligations;
The Client applies for a moratorium on payments or an application is made for the Client’s insolvency by the Client or one of the Client’s creditors;
The Client is granted a moratorium on payments or the Client is declared insolvent;
The Client fully or partially losses the power of disposal over its assets and/or income (or is placed under guardianship or administration or debt rescheduling is declared applicable);
The Client starts a (judicial) rescheduling process, like opening a (enclosed or public) WHOA-procedure by filing a start-of-procedure declaration;
All or part of the Client’s possessions or other parts of its assets are attached (or attached in execution); and
The Client sells or winds up its business.

Article 6: Amendments or additions to the agreement

Amendments or additions to the agreement must be agreed in writing.
If, at the request of or with the prior approval of the Client, FX Agency carries out work or renders any other performance that goes beyond the content or scope of the agreement, then FX Agency will be reimbursed by the Client for the work done or performance rendered in accordance with FX Agency’s customary fees. However, FX Agency is not obliged to comply with such a request and may require a separate written agreement to be concluded for this purpose.

Article 7: Delivery and delivery periods

All periods stated by FX Agency are of an indicative nature. If such a period is breached, FX Agency will inform the Client as soon as possible.
Breaches of agreed delivery periods will never result in default, since a delivery date is never to be treated as a final deadline. If the period for performance is breached, the Client must issue FX Agency with a written notice of default.
The Client is obliged to take delivery of the products or services at the time when they are made available to the Client.

Article 8: Force majeure

In the event of force majeure, compliance with the parties’ obligations will be suspended (or partially suspended) for the duration of the force majeure without the parties being obliged to compensate one another.
The qualification of a situation as force majeure aligns with article 6:75 DCC. For example, a situation is qualified as force majeure in case of: force of nature, (unexpected) government measures, quarantine, pandemics, epidemics, war and other hindering situations that make performance under the contract (temporarily) entirely or partly impossible or unreasonably onerous.
Force majeure within the meaning of this article does not include: staff shortages, strikes, illness, delivery delays, essential goods not being fit for purpose and/or any failures by third parties.

Article 9: Payment and collection costs

Payment must be made within 30 days after the invoice date. Objections to invoices will not suspend the payment obligations for those invoices. The Client has no entitlement to deduction, suspension and/or set off.
If the Client fails to comply with its obligation to make payment within 30 days, the Client will be in default by operation of law. In that case the Client will owe the statutory interest up until the time of payment of the full amount.
FX Agency’s claims against the Client immediately become due and payable in full if:

The Client is in default regarding compliance with its payment obligations;
The Client applies for a moratorium on payments or an application has been made for the Client’s insolvency by the Client or one of the Client’s creditors;
The Client is granted a moratorium on payments or the Client is declared insolvent;
The Client starts a (judicial) rescheduling process, like opening a (enclosed or public) WHOA-procedure by filing a start-of-procedure declaration;
The Client fully or partially losses the power of disposal over its assets and/or income (or is placed under guardianship or administration);
All or part of the Client’s possessions or other parts of its assets are attached (or attached in execution); and
The Client sells, dissolves or winds up its business.

Pursuant to article 6:44 of the Dutch Civil Code payments are first set off against costs, then against interest that is already due and payable and finally against the principal and current interest.
If the Client is in default with respect to its obligations (including payment obligations), all reasonable costs for obtaining payment out of court will be for the Client’s account. The out-of-court costs will in any case be 15% of the total amount owed (subject to a minimum of €300). If FX Agency has incurred higher collection costs, the actual costs incurred will be eligible for reimbursement. Any judicial and execution costs will also be recovered from the Client. The statutory interest is payable on the collection costs that are due.

Article 10: Intellectual Property

Unless agreed otherwise in writing, all intellectual property rights arising from the agreement, including but not limited to design rights, patents and copyright, vest exclusively in FX Agency. Insofar as a filing or registration is required for the acquisition of intellectual property rights, only FX Agency is authorized to make such a filing or registration.
If and insofar as the transfer of rights (or any parts thereof) by the Client is essential, the Client commits itself to provide all necessary cooperation fully and unconditionally.
All documents and products supplied by FX Agency, such as recommendations, agreements, designs, prototypes, graphic representations, mobile applications, scripts etc, are exclusively intended to be used by the Client and may not, without the prior written consent of FX Agency, be reproduced, published or shared with third parties unless the nature of the documents in question gives rise to a different conclusion.
FX Agency reserves the right to use the knowledge gained from performance of the assignment for other purposes, insofar as this does not entail disclosing confidential information to third parties. The Client permits FX Agency to use all materials and works provided by the Client in the context of the assignment. This does not affect the fact that all (new) intellectual property rights shall vest exclusively in FX Agency, regardless of whether such materials or works are part of those intellectual property rights.
FX Agency is entitled at any time to credit or remove its name – or to have its name credited to or removed from – the product or service, provided that these are products or services in the categories of printed materials, periodic publications or internet sites.
Unless agreed otherwise in writing, the working sketches, illustrations, prototypes, models, templates, designs, design sketches, films or other materials or files (including electronic files) created by FX Agency in the context of the assignment will remain the property of FX Agency, irrespective of whether they have been provided to the Client or third parties. The aforementioned materials or files (including electronic files) may only be amended, copied, deleted or adjusted with the explicit written consent of FX Agency.
Unless agreed otherwise in writing, FX Agency is at liberty to use that which it has produced in the context of the assignment for the Client for its own publicity or marketing purposes.
Without the prior written permission of FX Agency, the Client and third parties engaged by the Client and/or other parties involved on the Clients’ own initiative, such as participants in an event, are not allowed to use any recordings (such as photo’s, images, video and sound) in any internal or external communications.

Article 11: Complaints

Complaints about work done must be submitted to FX Agency by the Client in writing within 8 days after discovery but in any case within no more than 30 days after completion of the work in question, in the absence of which any (possible) rights and/or claims will lapse.
If the Client submits a complaint in a timely manner, this will not suspend its payment obligation. In that case the Client also remains obliged to take delivery of the products or services and to make payment.
If the Client fails to submit a complaint in a timely manner, it will no longer have any right to rectification, replacement or compensation.
If the Client demonstrates in a well-founded complaint that rectification or replacement would be pointless, there will be an entitlement to compensation within the limits set out in article 13.

Article 12: Obligations of the Client

The Client is at all times responsible for the substantive assessment of advertising and other campaigns by the Dutch Advertising Code Committee (RCC) to determine whether they are in breach of the Dutch Advertising Code (NRC).
The Client is responsible for every use of (intellectual property) rights of third parties, including for the payment of all charges and remunerations.
The Client itself is responsible for the required permission(s) of third parties, concluding and maintaining the necessary insurance contracts, licenses, certificates and other required declarations of consent or standards.
The Client is responsible for the acts and/or omissions of third parties engaged by the Client and/or other parties involved on the Clients’ own initiative, such as participants in an event.
FX Agency does not guarantee the correctness or usefulness of the information, advise and instructions she provides. The use of such information, advice or instructions is at the expense and risk of the Client.

Article 13: Liability and indemnification

FX Agency is not liable for losses, except in the case of deliberate intent or gross negligence by FX Agency.
Any contractual or non-contractual liability of FX Agency will always be limited to direct losses incurred. FX Agency is never liable for indirect losses incurred or consequential loss or any other form of loss such as loss of turnover of loss of profit.
Any contractual or non-contractual liability of FX Agency will furthermore be limited to the amount paid out by FX Agency’s liability insurer.
The Client indemnifies FX Agency for claims of third parties against FX Agency in connection with (alleged):

losses as a consequence of products or services supplied to the Client being used contrary to law or without due care;
losses as a consequence of a defect in the products or services supplied by FX Agency being used, processed, edited, mixed, handled, stored, amended, delivered or sold on by the Client in addition to or in conjunction with the Client’s own products;
infringements of intellectual property rights to any materials and/or information supplied by the Client and used in the performance of the agreement;
losses as a consequence of data, information, website(s) and such like stored by the Client.

Article 14: Confidentiality

FX Agency and the Client are obliged to keep secret all confidential information that they have obtained in the context of their agreement from one another or from other sources. Information is deemed confidential if the other party gives notification of this in writing or if this arises from the nature of the information.
The duty of confidentiality contained in article 14.1 does not apply if pursuant to law or a court decision FX Agency and/or the Client is obliged to disclose confidential information to third parties (and others) and it is not possible to lawfully invoke a right to refuse to give evidence.

Article 15: Transfer of rights and obligations

The Client is not entitled to transfer the rights and obligations arising from the agreement to third parties without the prior written consent of FX Agency.

Article 16: Amendments to General Terms and Conditions

FX Agency reserves the right to make additions and/or amendments to these General Terms and Conditions at any time. The Client gives prior approval for any such amendments and/or additions.
The most recently published version or the version that was in force when the legal relationship with FX Agency was established will always be applicable.

Article 17: Applicable law and disputes

All legal relationships of FX Agency are governed exclusively by Dutch law. The applicability of the Vienna Convention (CISG) is excluded.
The district court for the location of FX Agency’s registered office has exclusive jurisdiction to hear disputes, unless peremptory law provides otherwise.
The parties will only have recourse to the court after making their utmost efforts to resolve any dispute between them amicably.