Article 1: Validity of these Terms and Conditions

1. These general terms and conditions apply to all quotations and assignments issued or accepted by Dzemo Development, as well as to all agreements thus concluded and any subsequent agreements or legal acts arising from them, unless otherwise agreed in writing.

2. The client’s assignment or order is considered acceptance of the General Terms and Conditions of Dzemo Development.

3. Special provisions deviating from the General Terms and Conditions of Dzemo Development are only binding if agreed upon in writing.

Article 2: Definitions

1. ‘Client’: the counterparty of Dzemo Development in the agreement, either as client or otherwise, being the one for whom the advertising expressions are made.

2. ‘Work to be performed’: the activities to be carried out by Dzemo Development, such as placing advertising expressions, as well as other activities to be agreed upon by the parties.

3. ‘Delivery period’: the agreed date with the client on which Dzemo Development will start placing advertising expressions on the agreed advertising carriers.

4. ‘Advertising expressions’: all means by which advertising can be made in any way.

5. ‘We’ and ‘us’: Dzemo Development.

6. ‘Agreement’: the agreement between Dzemo Development and the client to which these general terms and conditions apply, under which Dzemo Development makes advertising carriers available to the client for a fee for placing advertising expressions.

7. ‘Advertising carriers’: all objects, spaces, boards, etc., on which Dzemo Development places advertising expressions for the client.

Article 3: Offers and Agreements

1. All offers, quotations, and price quotes from Dzemo Development are without obligation, unless explicitly stated otherwise in writing. Dzemo Development is entitled to revoke an offer without any liability for damages, at the latest immediately after acceptance of the offer by the client.

2. The agreement is considered concluded from the day of signing by the parties or from the day Dzemo Development has accepted or confirmed the client’s assignment and any special agreements in writing by signing an order confirmation, with the date of confirmation being decisive, or at the moment Dzemo Development, at the client’s request, has started executing the agreement in accordance with the order confirmation.

3. Errors or ambiguities in offers or order confirmations cannot lead to a binding effect on Dzemo Development that deviates from the actual intentions, nor does it make Dzemo Development liable for any damages in offers, catalogs, brochures, or order confirmations.

Article 4: Prices

1. Unless otherwise stated, prices apply according to the offer or the rate indicated by Dzemo Development.

2. If, after the conclusion of the agreement and before the agreed time of delivery or completion of the work, the prices of auxiliary materials, raw materials or parts, wages, or any other price-determining factors change, Dzemo Development is entitled to adjust the price accordingly. However, if Dzemo Development wishes to increase the agreed price within three months after concluding the agreement, the client is entitled to dissolve the agreement.

3. Price increases resulting from additions and changes to the assignment are at the client’s expense. Dzemo Development is also entitled to adjust the price if the client has provided incorrect information essential for Dzemo Development’s pricing. Dzemo Development will inform the client of the need for a price increase as soon as possible. The last sentence of article 4b does not apply here.

4. For the work performed, Dzemo Development will provide a specified invoice at the client’s request, or, if the assignment is granted based on an agreed sum, a description of the specifications, possibly referring to previously provided written specifications.

5. All prices are exclusive of VAT and other government-imposed levies, unless expressly agreed otherwise in writing.

Article 5: Cancellations

1. Orders cannot be canceled unless agreed in writing with Dzemo Development.

2. If cancellation is allowed, the client must notify Dzemo Development in writing of the full or partial cancellation and is obliged to compensate Dzemo Development for all reasonably incurred costs regarding the execution of this order (preparation, storage, commission, etc.), without prejudice to Dzemo Development’s right to compensation for loss of profit and other damages resulting from the cancellation.

Article 6: Execution of Work and Delivery Periods

1. Stated delivery periods are approximate. Delivery periods are set with the expectation that there are no obstacles for Dzemo Development to perform the work. The client may only change the delivery date after consultation and with the consent of Dzemo Development.

2. Exceeding delivery periods not attributable to Dzemo Development under these General Terms and Conditions can never entitle the client to compensation or dissolution of the agreement, unless the parties have expressly agreed in writing that the specified period and/or delivery date is a strict deadline.

3. If the client does not accept the completed work at or before the agreed delivery time, the work will be kept at the client’s expense and risk for four weeks. In such cases, Dzemo Development may charge storage costs at its discretion. After this period, Dzemo Development has the right (at its choice) to demand fulfillment of the agreement or to dissolve it without judicial intervention, without prejudice to Dzemo Development’s right to compensation.

4. Additional costs related to expedited delivery at the client’s request are at the client’s expense.

Article 7: Complaints

1. The client is obliged to inspect the work thoroughly for defects immediately upon delivery and to notify Dzemo Development in writing immediately if any are found. If the client does not notify Dzemo Development in writing of defects within 7 days after delivery that could have been discovered by thorough inspection, the client is deemed to accept the condition of the delivered work, and any right to complain lapses.

2. The client must specify the complaint precisely and provide written evidence.

3. Dzemo Development must be given the opportunity to verify complaints immediately. If the complaints are justified in its opinion, Dzemo Development will, at its discretion, either pay fair compensation up to the invoice amount or strive for an adequate solution in consultation with the client.

4. Complaints do not entitle the client to dissolve the agreement or to withhold or delay payment in whole or in part.

Article 8: Payment

1. Payment of the agreed price must be made according to the terms stated on the invoice, without deduction or set-off, at the office of Dzemo Development or to a bank or giro account designated by Dzemo Development.

2. Dzemo Development is always entitled to require advance payment or other security.

3. If the client does not pay Dzemo Development’s claim within 14 days of the invoice date or within the agreed terms, the client is legally in default, and Dzemo Development has the right, without notice of default, to charge the client 1.5% interest per month on the amount due, starting from the first day of the month following the invoice date.

4. Dzemo Development is also entitled, in addition to the principal sum and interest, to claim all costs, both judicial and extrajudicial, including legal assistance costs, caused by non-payment from the client.

5. Extrajudicial costs are set at 15% of the sum of principal plus interest, plus administrative costs with a minimum of €100. The mere fact that Dzemo Development has engaged a third party proves the amount and the obligation to pay all extrajudicial and judicial costs.

6. Payments made by the client are always applied first to all due interest and then to the oldest outstanding invoices, even if the client states that the payment relates to a later invoice. For invoices of the same date, payment is made pro rata.

7. If the client does not object in writing to any invoice and/or statement within one week of the date of the relevant document, the client is deemed to agree with it.

Article 9: Retention of Title

1. Delivered goods remain the property of Dzemo Development until the client has fully paid everything owed to Dzemo Development in connection with the deliveries of goods or services, including interest and costs.

2. If the client fails to fulfill any obligation under the agreement, Dzemo Development is entitled, without notice of default, to take back the goods, without prejudice to the right to claim reasonable compensation for damages, lost profits, and interest.

Article 10: Transfer

1. Without the express written consent of Dzemo Development, the client is prohibited from transferring rights or obligations under agreements with Dzemo Development to third parties (including affiliated companies).

Article 11: Right of Retention

1. Without prejudice to the statutory right of retention, Dzemo Development is entitled to retain any item of the client made available to it for any reason until full payment of all claims Dzemo Development has against the client, unless the client has provided sufficient security. Dzemo Development also has this right if the client is declared bankrupt.

2. The client’s assignment or order is considered acceptance of the General Terms and Conditions of Dzemo Development.

3. Special provisions deviating from the General Terms and Conditions of Dzemo Development are only binding if agreed upon in writing.

Article 12: Liability

1. Dzemo Development is not liable for costs, damages, and interest arising directly or indirectly from: force majeure as described in these terms; acts or omissions of the client, its subordinates, or other persons employed by or on behalf of the client; improper handling and/or use of the work delivered by Dzemo Development; providing incomplete or incorrect information.

2. Dzemo Development is only liable for damage resulting from damage, mutilation, or loss of the work and/or property of the client and/or third parties, insofar as caused by gross negligence on its part or on the part of those employed by Dzemo Development, with the understanding that Dzemo Development is never obliged to pay more than the invoice amount of the delivered services. Dzemo Development is not obliged to compensate for business and consequential damages and/or indirect damages.

3. This article also applies to additional work.

4. If delivered to two or more clients jointly, each is jointly and severally liable for full compliance with the agreement.

5. Dzemo Development is not liable for damage or theft of advertising material. In case of damaged or missing advertising as described above, the client cannot claim compensation from Dzemo Development nor refuse full or partial payment.

6. Dzemo Development always has the right (if and to the extent possible) to undo the client’s damage.

7. The client remains at all times responsible for the form and content of the advertising expression, for which the client explicitly indemnifies Dzemo Development against claims from third parties.

Article 13: Copyright, Industrial Property Right, and Reproduction Right

1. By giving an assignment to reproduce, distribute, or copy objects protected by the Copyright Act or any industrial property right, the client declares that no infringement is made on the copyright or industrial property right of third parties and indemnifies Dzemo Development in and out of court for all consequences, both financial and otherwise, arising from reproduction or copying.

2. The copyright of sketches, drawings, illustrations, lithographs, photos, models, advertising carriers, etc., designed or produced by Dzemo Development remains with Dzemo Development, even if the client has placed an order for them.

3. Under copyright law, only Dzemo Development has the authority to grant or refuse permission to reproduce and/or publish the objects to which it holds copyright as referred to in the previous paragraph.

4. Dzemo Development may attach conditions to granting the permission referred to in Article 13c, including payment of a fee.

Article 14: Default

1. If the client does not, does not properly, or does not timely fulfill any obligation arising from this or any other agreement with Dzemo Development, as well as in the event of bankruptcy, suspension of payment, cessation, or liquidation, the client is legally in default, and Dzemo Development has the right, without notice of default and without judicial intervention, to suspend or dissolve the agreement at its discretion, without being liable for any compensation or guarantee, without prejudice to its further rights. In these cases, any claim Dzemo Development has or will have against the client becomes immediately due and payable. If Dzemo Development is prevented from executing the agreement due to force majeure, Dzemo Development has the right, without prejudice to its further rights, to suspend the execution of the agreement or to declare the agreement wholly or partially dissolved without being liable for any compensation.

2. Force majeure includes: war, civil war, riots, destruction of advertising objects by third parties, war risk, state of siege, strikes, blockades, business disruptions, material shortages, fire, flooding, earthquakes, and other natural disasters, export or import bans, refusal to grant import and export licenses, government-imposed restrictions, removal and/or seizure of an advertising object or other government measure, and non-performance by suppliers of Dzemo Development or any other circumstance that, according to law, custom, or generally accepted practice, cannot reasonably be attributed to Dzemo Development.

3. If Dzemo Development has already partially fulfilled its obligations under the agreement before the occurrence of force majeure or can partially fulfill them, Dzemo Development is entitled to invoice the work already performed separately. The costs reasonably incurred by Dzemo Development for the execution of the agreement before the occurrence of force majeure are borne by the client.

4. If the client wishes to exercise its rights due to non-performance, the client must always first give Dzemo Development the opportunity to perform within a reasonable period and/or to dissolve the agreement itself on the basis of these terms.

Article 15: Deviating Conditions

1. A reference by the client to its own general terms and conditions has no effect unless the client expressly rejects our conditions before entering into any agreement. In the latter case, no agreement will be concluded until agreement has been reached on this. In other cases, any general terms and conditions of the client and other provisions printed on client documents are hereby expressly declared inapplicable.

Article 16: Agreements

1. Agreements or arrangements with subordinate members of Dzemo Development’s staff are not binding unless confirmed in writing by Dzemo Development. Subordinate staff in this context means all employees who do not have power of attorney.

Article 17: Outsourcing Work to Third Parties

1. The client authorizes Dzemo Development to have the assignment carried out by a third party to be designated by it at a time to be determined in mutual consultation. The client agrees to the transfer by Dzemo Development to third parties of all rights and obligations arising from the agreement(s) concluded with the client.

Article 18: Force Majeure

1. If Dzemo Development is prevented from executing the agreement due to force majeure, Dzemo Development has the right, without prejudice to its further rights, to suspend the execution of the agreement or to declare the agreement wholly or partially dissolved without being liable for any compensation.

2. Force majeure includes: war, civil war, riots, destruction of advertising carriers by third parties, war risk, state of siege, strikes, blockades, business disruptions, material shortages, fire, flooding, earthquakes, and other natural disasters, export or import bans, refusal to grant import and export licenses, loss of advertising concession or withdrawal of permission by the concession provider of Dzemo Development, government-imposed restrictions, removal and/or seizure of an advertising carrier or other government measure, and non-performance by suppliers of Dzemo Development or any other circumstance that, according to law, custom, or generally accepted practice, cannot reasonably be attributed to Dzemo Development.

Article 19: Special Provisions Regarding Campaigns

1. Execution of orders accepted by Dzemo Development is subject to the condition that the campaign does not involve anything that could cause unlawful harm to anyone, is contrary to morality and/or public order. If, for this reason, no campaign has taken place for the client, the client is still obliged to pay the total order amount.

2. Unused materials will be destroyed after the campaign ends.

3. Upon request, Dzemo Development will provide a municipality wishing to check clients with an address list, in accordance with the Personal Data Registration Act. The client agrees to this.

4. If, in addition to the campaign carried out by Dzemo Development, the same campaign is also illegally distributed without Dzemo Development’s knowledge, Dzemo Development is entitled to remove the campaign it carried out from public view, while the payment obligation remains.

Article 20: Insurance

1. The client may request Dzemo Development to take out insurance at the client’s expense to cover risks for which Dzemo Development is not liable.

2. If the client has instructed Dzemo Development to take out such or a more limited insurance and Dzemo Development has accepted and confirmed this assignment, Dzemo Development will be liable for damages resulting from failure to execute the assignment.

Article 21: Disputes and Applicable Law

1. All disputes between parties regarding the interpretation or application of these General Terms and Conditions will be submitted to the competent court for settlement if necessary. The parties declare that they choose domicile at the office of Dzemo Development.

2. These terms and conditions, as well as offers and agreements to which they wholly or partially relate, are governed exclusively by Dutch law and are submitted to the competent court in the Netherlands.

3. The client is obliged to deliver the materials to be placed on time, meaning that the materials must be delivered at least 10 working days before the agreed advertising campaign date. Late delivery of materials does not suspend the agreed advertising period and does not relieve the client from the obligation to pay the agreed price on time.

4. All costs incurred by Dzemo Development as a result of the client’s attributable failure to timely and/or properly fulfill the above obligations are at the client’s expense at the applicable rates.

5. The obligations mentioned in this article are also for the client’s account and risk.