Terms & conditions

These are the terms and conditions of Deniece Barendse, with its statutory seat in Valkenswaard, the Netherlands. The Netherlands, at Parallelweg Oost 3, 5555KA Valkenswaard (deniecebarendse@gmail.com, +31 0620335103).

Deniece Barendse is registered in the trade register of the Dutch Chamber of Commerce (Kamer van Koophandel) under file number: 92250467. VAT number: NL 004945167B80.

Article 1 Applicability

1.1 These terms and conditions apply to all offers of Deniece Barendse and all agreements and other legal relationships between Deniece Barendse and the customer. These terms and conditions also apply to subsequent and additional assignments or instructions and new agreements with the customer.
1.2 These terms and conditions are easily accessible on the website of Deniece Barendse (www.deniecebarendse.com) and will be sent at the request of the customer without delay and at no cost.
1.3 Terms and conditions used by the customer are explicitly rejected by Deniece Barendse and do not apply to the agreement, except if Deniece Barendse explicitly accepts these in writing.
1.4 Deniece Barendse has the right to change the contents of these terms and conditions. Changed terms and conditions also apply to existing agreements. Deniece Barendse will publish changed terms and conditions on its website before these come into force. The changed terms and conditions will come into force two weeks after the date on which these were published, or so much later as the publication sets out.

Article 2 Formation of the agreement

2.1 Offers by Deniece Barendse that are addressed to specific persons are considered to be offers and are without obligation. The agreement with the customer is formed by oral or written acceptance of the offer by the customer. Oral acceptances will be confirmed in writing by Deniece Barendse.
2.2 Offers by Deniece Barendse that are not addressed to specific persons are considered to be invitations to the customer to make an offer. The request or enquiry by the customer is in that case considered to be the offer. The agreement with the customer is formed by written acceptance of the offer or actual performance of the agreement to which the offer related by Deniece Barendse.
2.3 Options given by Deniece Barendse are without obligation. At all times Deniece Barendse remains at liberty to provide options to third parties and enter into agreements with third parties.

Article 2A Bookings

2.4 A booking agreement is an agreement between the client and Deniece Barendse. Deniece Barendse undertakes to provide a number of services on a certain date (booking date) and to give the client publication rights for a fixed period. The client undertakes to pay Deniece Barendse for the services provided. The booking agreement is concluded when a client connects with Deniece Barendse (books) to purchase these services and publishing rights for a certain amount (invoice amount). Whenever Deniece Barendse is hiring people on behalf of a client (no matter what kind of job), they will get paid as soon as the client of Deniece Barendse has paid out. If the client of Deniece Barendse for whatever reason does not pay, Deniece Barendse will not pay the people it hired.
2.5 The invoice amount is the sum of the fee consisting of the standard rates, royalties, standard, special allowances, and travel time.

2.6 Deniece Barendse can be booked per project, whole day, half a day, or per hour.

Article 3 Cancellation of assignments or instructions

3.1 The customer has the right to cancel assignments or instructions at no cost until 24 hours before the start of work. However, the customer is at all times liable for external costs that are already made and for the making of external costs that can no longer be canceled. The planning and administration of Deniece Barendse determine the date and time of the start of work. Preparation work by Deniece Barendse of over 2 hours will be paid by the customer, in spite of timely cancellation.
3.2 The total value of the agreement will be paid by the customer in case of cancellation within 24 hours before the start of work. The planning and administration of Deniece Barendse determine the date and time of the start of work.

Article 4 Rates and costs

4.1 Services are provided at the rates applicable at the time of the formation of the agreement. All rates are excluding VAT and including office fees and external costs, unless otherwise indicated. Travel time and travel costs are charged separately in accordance with the below arrangements. Pre-production meetings and preparation work can be charged separately.
4.2 Rates are based on working days consisting of 8 hours. The rate for half a day is based on a working day consisting of 4 hours plus surcharge. Days for filming consist of 10 hours or 5 hours for half a day. Services are offered per day or half a day and not per hour, except for pre-production meetings, preparation work, and overtime.
4.3 Overtime will be charged at 20% of the day rate per hour, effective from the first hour after a full or half day has passed. Overtime in case of filming is charged at a rate of 150% of the hourly rate. The hourly rate is calculated as 10% of the day rate.
4.4 Travel time is charged at a rate of 50% of the hourly rate with a maximum of 8 hours per day. The hourly rate is calculated as 20% of the day rate. Travel time in case of air travel is charged for a fixed price of 50% of the day rate, irrespective of the duration of the journey.
4.5 Travel costs outside of Amsterdam are charged on the basis of 19 euro cents per kilometer for editorials and 28 euro cents per kilometer for commercial customers. In case of travel by public transport outside of Amsterdam, the actual costs are charged on the basis of second-class travel. Costs of air travel are charged on the basis of actual costs in economy class. Taxi costs and parking costs outside of Amsterdam are for the account of the customer within reasonable limits, as are costs for stays in other countries and costs for eating and drinking in that event.
4.6 In the event that a budget is agreed upon and it becomes apparent during the performance of the agreement that this budget will be exceeded, Deniece Barendse will notify the customer thereof in due time. The amount of the cost overrun will be charged to the customer unless it replies to Deniece Barendse immediately that it does not agree to the cost overrun. In that case, Deniece Barendse may suspend the performance of the agreement or have it suspended until the parties have come to an agreement on the matter.
4.7 In case external costs increase during the performance or duration of the agreement as a result of circumstances beyond the control of Deniece Barendse, the additional costs will be charged to the customer. External costs include, without limitation, materials used in the performance of the agreement and rates of third parties involved in the performance of the agreement.
4.8 Deniece Barendse has the right to index its rates on a yearly basis in accordance with the consumer price index published by Statistics Netherlands (CBS) and to change its rates in other respects. Changed rates apply from the moment these are stated.

Article 5 Payment

5.1 Invoices will be paid ultimately within 30 days after the invoice date on the bank account written on the invoice. The customer will send details on the person making payment and any PO-number or other reference that is used to process payment to Deniece Barendse at the latest when the agreement is formed.
5.2 Claims of Deniece Barendse are due and payable as of the moment the agreement is formed. As such, sending an invoice or using a PO-number or other reference of the customer is not a requirement for claims to become due and payable. In case the customer wishes a reference on an invoice to be changed in order to process payment, it shall inform Deniece Barendse and send the requested reference in writing within 5 days after the invoice date.
5.3 Deniece Barendse has the right to send invoices for agreed rates in advance and during the performance of an agreement in case external costs are made. Payment of office fees and external costs incurred by Deniece Barendse cannot be reclaimed in case the assignment or instruction at any time is canceled or discontinued.
5.4 In case payment terms are exceeded, the customer is considered to be in default de jure without any notice of default being required. Deniece Barendse has the right to charge default interest in case payment terms are exceeded of 1% on the outstanding amount per month or part thereof, except when the statutory commercial interest rate is higher, in which case this is payable. The customer shall pay all judicial and extrajudicial costs (including legal fees) that are incurred by Deniece Barendse pertaining to the collection of invoices, with a minimum of 15% of the outstanding amount including interest.
5.5 The customer does not have the right to suspend payment obligations. The customer does not have the right to set off any payment obligation to Deniece Barendse against any claim it has on Deniece Barendse, of whichever nature these are.
5.6 Deniece Barendse may suspend the performance of its obligations, including with regard to the provision of services, in case the customer fails to meet its (payment) obligations, of whichever nature these are. Deniece Barendse may also suspend the performance of its obligations in case the customer fails to send the information referred to in article 5.1 to Deniece Barendse. Deniece Barendse is not liable for any damages that arise out of or in connection with the suspension of the performance of obligations.

Article 6 Performance of the agreement

6.1 In the performance of the agreement Deniece Barendse shall exercise the care of a good contractor. The obligations of Deniece Barendse are best effort obligations. The customer has the right to give directions in the performance of the agreement. Deniece Barendse and any person it involves in the performance of the agreement, however, retain the artistic freedom to determine in which way the agreement is performed. In no way shall the agreement between Deniece Barendse or the persons it involves and the customer consist of a relationship of authority.
6.2 Deniece Barendse and the persons it involves shall exercise good care in using objects that are made available to them by or on behalf of the customer for the purpose of the performance of the agreement. The risk of damage, loss, or theft remains with the customer. The customer shall keep sufficient insurance. The customer guarantees that such objects, and text and images made available to Deniece Barendse and the persons it involves by or on behalf of the customer, do not breach any third-party rights and the customer shall indemnify Deniece Barendse against any third-party claims in that regard.
6.3 Deniece Barendse may involve third parties in the performance of the agreement. Articles 7:404 and 7:407 lid 2 of the Dutch Civil Code (BW) are not applicable.
6.4 In case the customer wishes a specific person or third party to be involved in the performance of the agreement, Deniece Barendse will make a reasonable effort to involve this person or third party. If this is not possible, for whichever reason, Deniece Barendse will recommend an alternative person or third party with similar expertise and skills. Except where the customer has notified Deniece Barendse in advance and in writing that the specific person or third party it wishes to be involved is a condition to the formation of the agreement, involving another person or third party does not give the customer the right to dissolve or terminate the agreement.
6.5 The customer is obliged to inform Deniece Barendse in advance of the names of the persons it will hire to work with Deniece Barendse and/or the third parties involved by Deniece Barendse. In case the customer uses unannounced persons, or replaces persons who were announced, third parties involved by Deniece Barendse may no longer want to work on the assignment or instruction, considering the artistic freedom they require. In that case, Deniece Barendse has the right to dissolve the agreement without any liability.
6.6 Deniece Barendse will exercise reasonable effort to perform the agreement or have the agreement performed within the agreed schedule. Adjustments in the schedule do not give the right to dissolve or terminate the agreement, nor to suspend payment obligations.
6.7 The customer and any person it involves shall conform to Deniece Barendse’s house rules and code of conduct, as amended from time to time, during the performance of the agreement. According to these rules, it is prohibited to take photographs or to film during the performance of activities, except with the permission of Deniece Barendse. It is also prohibited to share photographs or films on social media or otherwise, without the prior written permission of Deniece Barendse.

Article 7 Intellectual property rights

7.1 All intellectual property rights, among which, without limitation, copyrights, neighboring rights, database rights, design rights, trade mark rights, trade name rights, and patent rights, and other rights on all that is used in the performance of the agreement or that is created during the performance of the agreement, including connected know-how, are vested in Deniece Barendse and its licensors.
7.2 Unless otherwise agreed in writing beforehand, the customer is granted a license on what is delivered by Deniece Barendse in relation to the agreement. The intellectual property rights will not be transferred and remain vested in Deniece Barendse and its licensors. The license provides the customer the right to reproduce and make public the work that is delivered, which is in time, place, medium, and use limited to what the parties agree to at the time of the formation of the agreement.
7.3 It is prohibited for the customer to grant sublicenses to third parties without prior written permission by Deniece Barendse. Permission can be subject to conditions. The license of the customer is granted under the condition precedent of complete performance of the (payment) obligations of the customer to Deniece Barendse, of whichever nature. In case of payment in installments, the use by the customer before the last installment is paid is at the customer’s own risk.
7.4 It is the customer’s sole responsibility to arrange permissions and rights from portrayed persons and other third-party right holders that are required for the intended use of what is delivered by Deniece Barendse unless the portrayed persons and third-party right holders are directly involved by Deniece Barendse or it is agreed otherwise in writing. The customer indemnifies Deniece Barendse and the persons involved by Deniece Barendse against any third-party claims by these portrayed persons and third-party right holders.
7.5 It is the customer’s sole responsibility to comply with applicable law and regulations in using the work delivered by Deniece Barendse, among which on the subject of advertising law. The customer indemnifies Deniece Barendse against any third-party claims in that regard.
7.6 The customer will publish the name of Deniece Barendse and the persons it involves with every publication of the work delivered. The customer will follow the directions by Deniece Barendse in that respect. It is prohibited to modify the work without prior written permission by Deniece Barendse. Permission can be subject to conditions. Modifications are considered to be, without limitation, the cutting, manipulating, and adapting of images. Moral rights as referred to in article 25 of the Dutch Copyright Act (Auteurswet) apply without limitation. The foregoing also applies in case Deniece Barendse agrees to an unlimited license with the customer or transfers intellectual property rights.
7.7 The customer incurs an immediately due and payable penalty to an amount of three times the rates and costs payable by the customer under the agreement for every breach of the contents of this article on intellectual property rights, which includes use of delivered work that was not agreed, notwithstanding the right of Deniece Barendse to claim the surrender of profits and full damages. Deniece Barendse has the right to terminate the customer’s license in case it acts in violation of this article on intellectual property rights.
Deniece Barendse is not liable for damages of the customer or of third parties that are connected to this termination. The customer indemnifies Deniece Barendse against any third-party claims in this regard.
7.8 Deniece Barendse has the right, at its own cost, to have the books and records of the customer that relate to the use of the work delivered by Deniece Barendse audited by a chartered accountant appointed by Deniece Barendse at the customer’s offices.

Article 8 Confidentiality and privacy

8.1 Deniece Barendse and the customer will keep strictly confidential any information that they learn of which they understand or can reasonably be expected to understand its confidential character, among which details on the parties’ organization, except in the performance of the agreement as far as strictly required, or if forced by a legal requirement or court order. The customer will impose this obligation on the persons it involves in the performance of the agreement.
8.2 Deniece Barendse processes personal data exclusively in accordance with the General Data Protection Regulation (GDPR) and other applicable laws and regulations.

Article 9 Force majeure

9.1 In addition to what is provided in article 6:75 Dutch Civil Code (BW), a failure to perform under the agreement cannot be attributed to Deniece Barendse if it results from circumstances for which it cannot be blamed, such as war, danger of war, mobilization, riots, strikes or exclusions, fire, floods, illness and/or accidents of the persons involved by Deniece Barendse, computer failures, interruption of operations and decreased production, shortage of raw materials or packaging material, transport delays, legal intervention, import limitations or other limiting measures by the authorities, as well as any other circumstance that prevents the performance of the agreement that is not exclusively dependent on the will of Deniece Barendse, such as delays and failures in the delivery of goods and provision of services by persons involved by Deniece Barendse.
9.2 In such an event the obligations of Deniece Barendse are suspended. Not until after a period of six months do the parties have the right to dissolve the agreement in whole or in part. Suspension and dissolution do not lead to any liability for Deniece Barendse, irrespective of any advantage as a