General Terms and Conditions

Article 1 – Definitions
In these General Terms and Conditions, the following terms will have the following meanings:

“One:Nil”: the general partnership One:Nil, with its registered office on Willem Fenengastraat 2P 1096 BN, Amsterdam, Chamber of Commerce no 74660594, user of these General Terms and Conditions;

“Contracting Party”: any natural person or legal entity that purchases Services from One:Nil and/or enters into an Agreement with One:Nil.

“Agreement”: any agreement between One:Nil and Contracting Party and any amendment or addition thereto.

“Services”: all activities, consultancy and assistance by One:Nil in the area of marketing communication concerning goods, services and/or brands/(trade)marks of Contracting Party on the grounds of an Agreement;

“Materials”: all content, presentations, concepts, software, advice, design, films, slides, texts, descriptions, reports, artistic achievements and other materials that One:Nil develops or has developed in relation to an Agreement;

“Suppliers”: all third parties that by order of One:Nil supply products or services to One:Nil in relation to an Agreement, including but without any limitation, production companies, graphic design companies, illustrators, photographers, models, casting agencies, (sports) management firms, e-sports agencies, (sports) marketing agencies, research agencies, advice agencies, digital agencies, website builders, musicians, collective rights bureaus, media operators, media procurement and advice agencies and freelancers.

Article 2 – Applicability
2.1 These General Terms and Conditions will apply to all legal relations, Agreements, quotations, budgets, etc. in which One:Nil acts as seller/supplier of goods or service provider.

2.2 When One:Nil hires a Supplier for the performance of the Agreement, One:Nil will have the right to declare (part of) the terms and conditions subject to which the Agreement was formed between One:Nil and the Supplier also applicable to the Agreement between One:Nil and Contracting Party. Contracting Party will then also accept these terms and conditions except for material interests.

2.3 In the event of inconsistency between the General Terms and Conditions of One:Nil and the general terms and conditions of a Supplier with respect to One:Nil the general terms and conditions of the Supplier will prevail with respect to Contracting Party.

2.4 The applicability of any general terms and conditions of Contracting Party is expressly rejected.

Article 3 – Formation of Agreements
3.1 A special offer, quotation, budget or quotation by One:Nil is without any obligation and will only serve as an invitation to grant an assignment by Contracting Party. An Agreement will only be formed between One:Nil and Contracting Party as soon as One:Nil has accepted the assignment of Contracting Party in writing or has started with the performance thereof.

3.2 In the event that One:Nil by request of Contracting Party carries out activities before an Agreement has been formed, One:Nil will be entitled to invoice those activities to Contracting Party in accordance with the applicable rates with One:Nil, even in the event that eventually no Agreement will be concluded.

Article 4 – Performance of the Agreement
4.1 One:Nil will observe the care of a good contractor in the performance of the Agreement.

4.2 If and insofar a good performance of the Agreement so requires according to One:Nil, One:Nil will have the right to have certain activities carried out by Suppliers to be appointed thereto by One:Nil.

4.3 Contracting Party will ensure that all data of which One:Nil indicates that they are necessary or of which Contracting Party may reasonably assume that they are necessary for the performance of the Agreement, are supplied timely to One:Nil. If data required for the performance of the Agreement, are not timely supplied to One:Nil, it will have the right the suspend the performance of the Agreement and/or invoice Contracting Party for the extra costs ensuing from the delay according to the rates agreed with Contracting Party or in the absence thereof, according to the usual rates.

4.4 One:Nil will not be liable for any damage of whatever nature that has arisen from the fact that One:Nil has based itself on incorrect and/or incomplete data supplied by Contracting Party unless this incorrectness or incompleteness was known or should have been known to One:Nil.

4.5 If it has been agreed that the Agreement will be carried out in phases, One:Nil may suspend the execution of those elements that belong to a following phase until Contracting Party has approved the results of the preceding phase in writing.

4.6 Unless agreed otherwise in writing, Assignments will be carried out during normal working hours and under normal circumstances.

4.7 One:Nil will draw up a report of all contacts with Contracting Party about the performance of the Agreement with an overview of all requested and performed activities as well as an analysis of the hours worked unless the content of the contact concerned is of such minor interest that there is reasonably no reason to include it.

4.8 Contracting Party will inspect all reports as soon as possible and approve them by email or in writing. Reports will be considered to have been approved by Contracting Party if it does not respond in writing within four working days on receipt of the report

4.9 If there is such an urgency that the approval referred to in paragraph 8 of this article cannot be waited for, One:Nil may require Contracting Party to confirm the correctness of a report in writing immediately before One:Nil proceeds to (continue to) provide the Services agreed.

4.10 If Contracting Party, after completion by One:Nil of the agreed Services, receives the Materials resulting from the assignment concerned, any activities in respect of these Materials to be carried out afterwards by One:Nil will be budgeted and invoiced separately as additional assignment.

4.11 One:Nil will not be obliged to retain or store the Materials of Contracting Party unless agreed otherwise. For any safekeeping or storage of physical materials One:Nil will invoice a reasonable fee. If Contracting Party requests to send the Materials or to destroy them, One:Nil will send the Materials to Contracting Party provided that the invoices applicable to such Materials have been paid, or at least reasonable security has been provided.

Section 5 – Organisation of trips and accommodation of Contracting Party
5.1 All activities that One:Nil carries out concerning booking and organising a trip, accommodation and tickets in the name of and on behalf of Contracting Party, exclusively relate to mediating in the formation of an agreement between a third party as supplier of that trip, accommodation or the tickets, unless expressly agreed otherwise. One:Nil will never be party to such agreements and exclusively carries out support activities for the purpose of the performance and conclusion of the agreement between Contracting Party and such third party.

5.2 All cancellation charges ensuing from a booking cancelled by Contracting Party must therefore be paid by Contracting Party. In the event that the cancellation charges by the concerned third party are invoiced to One:Nil, these costs will be charged on to Contracting Party by One:Nil. Contracting Party will indemnify One:Nil with respect to this.

5.3 Contracting Party and its travel party are responsible themselves for entering into a travel and/or cancellation insurance. One:Nil will never be liable for damage that directly or indirectly ensues from the agreement with the third party.

Article 6 – Suppliers
6.1 If One:Nil makes use of Suppliers selected by One:Nil itself in the performance of the Agreement, this will take place to the account and risk of One:Nil.

6.2 One:Nil will ensure that the Suppliers referred to in paragraph 1 will invoice One:Nil with specifications of all supplied goods and services per assignment. One:Nil will charge the invoiced amounts on to Contracting Party by means of an own invoice.

6.3 If One:Nil makes use of Suppliers selected by Contracting Party in the performance of the Agreement, this will take place to the account and risk of Contracting Party. One:Nil will accept no liability whatsoever in this respect.

Article 7- Term of the Contract; completion time
7.1 The Agreement is entered into for an indefinite period unless the parties expressly agree otherwise

7.2 If within the duration of the Agreement a term has been agreed for the completion of certain activities, this term shall never be final unless expressly agreed otherwise. One:Nil will not be in default unless being declared in default in writing after expiry of the aforementioned term and having been given a reasonable term for fulfilment that expired without being made use of.

Article 8 – Amendment of the Agreement
8.1 If it becomes clear during the performance of the Agreement that it is necessary to change or supplement the work for a proper performance, the parties will timely and in mutual consultations amend the Agreement accordingly. Alterations in an Agreement may exclusively be agreed in writing. Orally communicated alterations will be to the risk of Contracting Party.

8.2 If the parties agree that the Agreement will be amended or supplemented, this may affect the time of completion of the performance. One:Nil will inform Contracting Party thereof as soon as possible.

8.3 If the alteration of or supplement to the Agreement has financial and/or qualitative consequences, One:Nil will inform Contracting Party thereof in advance. If a fixed fee was agreed, One:Nil will indicate in how far the alteration of or the supplement to the Agreement results in overrunning such fee.

8.4 If an alteration constitutes a substantial curtailment of the Services, this alteration will be considered to be a partial early termination. Article 11.2 second sentence will then be applicable.

Article 9 – Confidentiality
Both parties are held to secrecy of all confidential information that they acquire from each other within the framework of the Agreement or from any other source. Information will be considered confidential when this has been indicated as such by the other party or when this ensues from the nature of the information.

Article 10 – Intellectual property
10.1 Without prejudice to the provisions in Article 9 (Confidentiality) of these General Terms and Conditions, One:Nil reserves the rights and powers it is entitled to on the grounds of the Copyright Act (Aw).

10.2 All Materials provided by One:Nil are to be exclusively used by Contracting Party within the framework of the Agreement and may not be multiplied, published or communicated to third parties without the prior consent of One:Nil.

10.3 One:Nil reserves the right to use the knowledge gained by the performance of the activities for other purposes than the performance of the Agreement insofar as no confidential information is made known to third parties hereby.

10.4 Contracting Party guarantees that the goods that are made available to One:Nil within the framework of the Agreement are not subject to any (intellectual) property rights of third parties or that Contracting Party has been granted permission also for the benefit of One:Nil to use these goods or to have them used. Contracting Party guarantees that through the use of such goods no (statutory) regulations and provisions will be breached. Contracting Party indemnifies One:Nil against all claims of third parties. In the event of a claim of third party, Contracting Party will be obliged to inform One:Nil promptly but at least within 24 hours at the latest in writing and if so requested, provide One:Nil all relevant information and assistance required to put up a defence or conduct mediation negotiations.

10.5 All results of the Services supplied by One:Nil to the benefit of Contracting Party will be considered to be protected by intellectual property rights exclusively belonging to One:Nil, including but without any limitation copyrights, databank rights and industrial ownership rights. If and insofar necessary, the rights are hereby transferred by Contracting Party to One:Nil. If one of the abovementioned rights may exclusively be acquired through registration, One:Nil will exclusively be entitled thereto. Contracting Party will unconditionally provide all cooperation thereto.

10.6 In the event that a further deed is required for the transfer of the intellectual property rights to One:Nil, Contracting Party, at the first request thereto by One:Nil will unconditionally fully cooperate. Contracting Party already grants One:Nil an exclusive licence until the time of the transfer to use the concerned intellectual property rights in any manner and any form as well as an authorization to exercise these rights in its own name. If Contracting Party has fulfilled its obligations with respect to One:Nil, Contracting Party will receive a licence to use the results of the Services provided to the benefit of Contracting Party. With the exception of another arrangement, the licence will exclusively be considered to have been granted for the purpose of the use by Contracting Party in the Netherlands for the period of one year and to the benefit of the media for which the concerned Services were developed by One:Nil. Without the prior permission in writing of One:Nil, Contracting Party will not be allowed to use the results of the Services in any other manner than explicitly agreed. Contracting Party indemnifies One:Nil against all damage incurred by One:Nil and/or claims of third parties in respect of any other use than agreed.

10.7 The intellectual property rights on the results of the Services may exclusively be transferred to Contracting Party if this has been agreed in writing. Contracting Party will be entitled to use the results of the Services outside the Netherlands against payment of a fee to be agreed. In the event that Contracting Party wishes to use and/or acquire the intellectual property rights held by the Suppliers of One:Nil, it needs to inform One:Nil thereof in writing at the time of granting the assignment or as soon as possible thereafter. In that case, One:Nil will consult the Suppliers concerned to see whether a transfer of intellectual property rights to Contracting Party is possible.

Article 11 – Termination by giving notice
11.1 Both parties may at all times terminate the Agreement provided the termination takes place by giving notice in writing or in the same manner as the Agreement was entered into. In that case the parties must observe a notice period of minimally three months.

11.2 Early termination of an Agreement for a definite period may exclusively take place for serious reasons as referred to in section 7:408 paragraph 2 Dutch Civil Code. In the event of early termination, Contracting Party will be due part of the pay to be determined in reasonability in accordance with the provisions of section 7:411 Dutch Civil Code to be increased by costs incurred by One:Nil and costs to be incurred by its Suppliers.

Article 12 – Termination of the Agreement
12.1 In the event of bankruptcy, (preliminary) suspension of payment, shutdown or dissolution of the enterprise of Contracting Party or in the event that Contracting Party knows that one of these situations will occur, Contracting Party will be obliged to inform One:Nil hereof as soon as possible.

12.2 The claims of One:Nil on Contracting Party will immediately become due and payable if:
– after entering into the Agreement, One:Nil has taken note of circumstances that give it good grounds to fear that Contracting Party will not fulfil its obligations;
– One:Nil makes use of its right to request Contracting Party to put up security for fulfilment and this security is not put up in the stated term or is insufficient.

12.3 In the cases referred to in paragraph 1 and 2, One:Nil will be authorized to suspend further performance of the Agreement or to terminate the Agreement, such without prejudice to the right to claim compensation of damages.

12.4 If circumstances occur in relation to persons and/or materials that One:Nil uses or normally makes use of in the performance of the Agreement of such a nature that the performance of the Agreement becomes impossible or so onerous and/or disproportionally expensive that fulfilment of the obligation under the Agreement cannot reasonably be required, One:Nil will be authorized to terminate the Agreement.

Article 13 – Defects; time limits for lodging a complaint (terms and conditions of service)
13.1 One:Nil has to be informed in writing of complaints with respect to activities carried out within seven days after discovery but within fourteen days on completion of the work concerned at the latest date.

13.2 If a complaint is founded, One:Nil will carry out the activities as agreed at a later date unless this has become meaningless for Contracting Party in the meantime. The latter must be demonstrated by Contracting Party stating the reasons therefore. If carrying out the agreed work at a later date is no longer possible or meaningless, One:Nil will only be liable within the restrictions of article 17 (liability).

13.3 Complaints lodged in time by Contracting Party do not affect its payment obligation.

Section 14 – Remuneration and invoicing
14.1 For special offers and agreements in which a fixed fee is offered or agreed, the paragraphs 2, 6, 7, 9-11 of this article will apply. If no fixed fee is agreed, the paragraphs 3-11 of this article will apply.

14.2 Parties may agree a fixed fee in concluding an Agreement. The fixed fee is exclusive of VAT and any travel and accommodation expenses.

14.3 If no fixed fee is agreed, the fee will be determined on the grounds of the actual number of worked hours. The remuneration will be calculated according to the usual hourly rates of One:Nil that apply to the period in which the activities are carried out unless a non-standard hourly rate is agreed.

14.4 Any cost estimates are exclusive of VAT and travel and accommodation expenses.

14.5 One:Nil will invoice the Services per assignment and/or time period. If possible, invoicing will take place within 15 days after the month in which the Services were performed by One:Nil and/or its Suppliers. One:Nil will be entitled to advance or partial invoicing in the event that the activities represent a value of more than €5,000 or insofar the scope and the nature of the activities demand this in its opinion.

14.6 One:Nil will be entitled to charge on any increases in wages and costs of Suppliers, irrespective of whether a fixed fee has been agreed. Such a fee increase may only be invoiced to Contracting Party one month after the date of the written notification of the increase to Contracting Party.

14.7 If the increase is higher than 8%, Contracting Party will be entitled to terminate the Agreement with immediate effect.

14.8 Contracting Party acknowledges that One:Nil may enjoy benefits with media operators, Suppliers or other third parties – as is usual – in the form of discounts or rate reductions in respect of services, products or activities related to the Agreement between One:Nil and Contracting Party. With the exception of an explicit different clause agreed in writing, the abovementioned benefits will fully accrue to One:Nil.

14.9 In the event that Contracting Party requires that One:Nil carries out no work for competitors or for products or services that directly compete with the product, service and/or the brand/(trade)mark of Contracting Party, One:Nil will be entitled to an exclusivity fee to be agreed.

14.10 Notwithstanding paragraph 5, the production costs through Suppliers concerning among others films, commercials, activations, designs, concepts, photography, digital products and media costs must be fully paid by Contracting Party to One:Nil before the time that One:Nil is obliged to pay these costs to the Supplier(s).

14.11 All prices of One:Nil are in EUR and are exclusive of VAT. Unless expressly agreed otherwise, all duties or taxes imposed or levied in respect of the Services will be to the account of Contracting Party. Any change of the factors that influence the price of the agency, including prices of third parties, exchange rates, insurance rates and miscellaneous levies or taxes, may be charged on to Contracting Party by One:Nil.

Article 15 – Payment
15.1 Payment will be effected within 15 days on invoice date. After expiry of 15 days after the invoice date, Contracting Party will be in default; as from the time that Contracting Party is in default, it will be due the legal commercial interest on the amount due.

15.2 In the event of liquidation, bankruptcy or suspension of payment of Contracting Party or when the legal debt restructuring arrangement has been declared applicable with respect to Contracting Party, all amounts due by Contracting Party will immediately become due and payable.

15.3 Payment effected by Contracting Party will serve in the first place as fulfilment of all interest and costs due and secondly as payment of all invoices due that are payable for the longest time, even if Contracting Party states that the payment refers to an invoice of a later date.

15.4 Payment needs to be effected without any discount or settlement.

Article 16 – Collection costs
16.1 If Contracting Party does not or not timely meet one of its obligations, in addition to the agreed price and costs, all out of court collection costs will be to the account of Contracting Party, including all costs for drawing up and sending demands, making a settlement proposal and acquiring information. The costs will amount to minimally 15% of the amount due to One:Nil with a minimum of €250.00. If One:Nil demonstrates that it has incurred higher costs, these will also be eligible for compensation.

16.2 Contracting Party will be due all court costs to One:Nil incurred by One:Nil in all instances, with the exception of insofar as Contracting Party demonstrates that these are unreasonably high. This will only apply if One:Nil and Contracting Party conduct legal proceedings in respect of an Agreement to which these General Terms and Conditions apply and a court decision becomes final and binding whereby Contracting Party is fully or mainly put in the wrong.

Article 17 – Liability
17.1 The liability of One:Nil will be limited to the amount paid by the insurer. In the event that the insurer does not pay out or the damage is not covered by the insurance, One:Nil’s liability will be limited to the invoice value of the work carried out by One:Nil minus the out-of-pocket costs, such with a maximum of €10,000.00.

17.2 One:Nil will exclusively be liable for direct damages. One:Nil will never be liable for indirect damage and/or consequential damage.

17.3 One:Nil will never be liable for personal injury.

17.4 The limitations of the liability included in these General Terms and Conditions will not apply when the damage is due to intent or wilful recklessness of One:Nil or its management.

17.5 All rights to claim of Contracting Party with respect to One:Nil in relation to work carried out by One:Nil will lapse as soon as a period of one year has passed after the day on which the existence of these rights became known or could have been reasonably known to Contracting Party.

Article 18 – Force majeure
18.1 majeure will mean circumstances that impede the fulfilment of the Agreement and that may not be attributed to One:Nil. These (insofar as these circumstances make compliance impossible or hinder compliance unreasonably) will include: strikes in other businesses than One:Nil’s, wildcat strikes or political strikes in One:Nil’s business; a general lack of required raw materials and other goods or services that are needed to realize the agreed performance; unforeseeable stagnation with suppliers or other third parties on which One:Nil depends and general transportation problems.

18.2 One:Nil will also have the right to invoke force majeure if the circumstance that prevents (further) compliance, comes into being after One:Nil had to meet its obligation.

18.3 During force majeure, the obligations of One:Nil will be suspended. If the period in which fulfilment of the obligations of One:Nil is not possible, is longer than one month, both parties will be authorized to terminate the Agreement without any obligation to compensation of damages.

18.4 If One:Nil has already partly fulfilled its obligations when the situation of force majeure comes into force, or can only partly fulfil its obligations, it will have the right to invoice what has already been supplied and/or the part that can be supplied and Contracting Party will be held to pay this invoice as if it concerned a separate contract. However, this does not apply when the already supplied part or the part to be supplied has no independent value.

Article 19 – Dispute settlement
The court in Amsterdam will exclusively be authorized to hear all disputes that may arise between One:Nil and Contracting Party. However, One:Nil will remain authorized to summon Contracting Party to appear before the competent court of the place of business of Contracting Party.

Article 20 – Governing law
Any Agreement between One:Nil and Contracting Party is governed by Dutch law.

Article 21 – Final provisions
21.1 One:Nil will be allowed to transfer the rights and obligations laid down in any Agreement with Contracting Party to third parties. One:Nil will not be held to pay any compensation for damages in such an event. Contracting Party may only transfer the rights and obligations from any Agreement to third parties after permission by One:Nil.

21.2 An Agreement, including these General Terms and Conditions, is a full representation of the rights and obligations of the parties and will therefore substitute all prior written and oral arrangements, declarations, communications or actions by the parties.

21.3 If and insofar any provision of these General Terms and Conditions cannot be invoked on the grounds of a mandatory statutory provision, or the unreasonable onerous character of these General Terms and Conditions or on the grounds of reasonability and fairness , the condition concerned will be given a meaning that is equivalent as far as this is possible in terms of contents and intention, so that this provision can be invoked.

Article 22 – Amendment of the General Terms and Conditions
One:Nil is authorized to alter these General Terms and Conditions. These alterations will take effect at the stated date of coming into force. One:Nil will send the amended General Terms and Conditions to Contracting Party. If no time of coming into force is stated, the amendments will take effect with respect to Contracting Party as soon as the alteration has been notified to Contracting Party.