Terms and Conditions

General Terms and Conditions

HLO BRANDING AGENCY V.O.F.

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ARTICLE 1: DEFINITIONS

In these general terms and conditions, the following terms have the following meanings, unless the context indicates otherwise:

Campaign: Refers to the campaign to be created by HLO Branding Agency for the client.

Content: Refers to all communications, including, but not limited to, audiovisual productions, video(s), and promotional content created by HLO Branding Agency for the Client, as outlined in the Proposal or Agreement.

Services: Refers to all services to be provided by HLO Branding Agency for the Client, including strategy development, brand design, photography, content creation, illustration production, animation production, copyright services, product development, and the creation of other works as specified in the Proposal and/or Agreement.

HLO Branding Agency: Refers to the partnership HLO Branding Agency v.o.f., located at Torenstraat 144C, 2513 BW, The Hague, registered with the Chamber of Commerce under number 27324871.

Fee: Refers to the agreed fee between HLO Branding Agency and the client in exchange for the services rendered.

Channel: Refers to the channel for which HLO Branding Agency has created the content and/or works for the client.

Proposal: Refers to the more of less specified written offer from HLO Branding Agency, which specifies the services that HLO Branding Agency intends to (have) perform for the client, along with an estimate of the associated costs.

Client: Refers to the natural or legal person for whom the services are being provided and who enters into an agreement with HLO Branding Agency or has otherwise entered into an agreement with HLO Branding Agency.

Agreement: Refers to the agreement between HLO Branding Agency and the client regarding the provision of services based on the proposal.

Parties: Refers to the client and HLO Branding Agency jointly.

Works: Refers to works, including but not limited to working drawings, logos, illustrations, animations, images (photos), prototypes, models, molds, television formats, texts, translations, slogans, designs, design sketches, and other materials or (electronic) files created by HLO Branding Agency for the client in accordance with the Proposal.

ARTICLE 2: GENERAL

2.1

These general terms and conditions apply to all legal relationships between HLO Branding Agency and the client, including all services provided by HLO Branding Agency, particularly the services specified in the Agreement.

2.2

All provisions in these general terms and conditions are also formulated for the benefit of all partners of HLO Branding Agency and all persons working for or engaged by HLO Branding Agency.

2.3

Deviations from these general terms and conditions are only valid if explicitly agreed upon in writing between the Parties. HLO Branding Agency expressly rejects the applicability of any general (purchase) terms and conditions used by the client.

2.4

In the event of conflicting provisions between these general terms and conditions and a provision in the Agreement, the provision in the Agreement shall prevail.

2.5

When HLO Branding Agency engages one or more third parties in the execution of an Agreement, it is entitled to invoke the general terms and conditions used by these third parties.

2.6

These general terms and conditions apply to the legal relationship with clients and do not apply to relationships in which HLO Branding Agency itself commissions third parties, including but not limited to freelancers or self-employed persons (ZZP-ers).

ARTICLE 3: PROPOSALS

3.1

All proposals prepared by HLO Branding Agency are non-binding, unless explicitly agreed otherwise in writing. The proposals have a maximum validity of 30 (thirty) days from the date of the proposal. A proposal consisting of multiple components can only be accepted as a whole and therefore not partially, unless explicitly agreed otherwise in writing with HLO Branding Agency.

3.2

After receiving the acceptance of an offer by the client, HLO Branding Agency has 14 (fourteen) days to immediately revoke this acceptance.

3.3

The dates and deadlines mentioned in the offer are always indicative and never fatal, unless explicitly agreed otherwise in writing with HLO Branding Agency. HLO Branding Agency does not guarantee agreed delivery times, and late delivery does not entitle the client to damages, rescission of the agreement, or suspension of any obligation towards HLO Branding Agency.

3.4

The prices mentioned in the proposal are exclusive of VAT and other government levies, as well as any costs incurred in relation to the agreement, including but not limited to travel, accommodation, shipping, and administration costs, unless otherwise specified in the proposal.

ARTICLE 4: AGREEMENTS

4.1

The agreement is concluded at the moment when

HLO Branding Agency has received the signed proposal from the client,
or the client agrees to the proposal in writing or otherwise,
or HLO Branding Agency has begun the execution of the services with the client’s consent.

4.2

The proposal accepted by the client, these general terms and conditions, and any supplementary written agreements and the agreement jointly form the full representation of the rights and obligations of the parties and replace all prior written and verbal estimates, announcements, and other correspondence.

4.3

If the acceptance (whether or not on subordinate points) deviates from what is stated in the proposal, HLO Branding Agency is not bound by this acceptance. The agreement will not come into effect according to this deviating acceptance unless explicitly agreed otherwise in writing with HLO Branding Agency.

4.4

If the client wishes to modify the contents of the agreement, the client must communicate the desired changes directly and in writing to HLO Branding Agency. The changes to the agreement must then be accepted in writing by HLO Branding Agency. If a change and/or addition results in additional work, there will be an additional charge to the client. If the amount is not agreed upon, it will be unilaterally determined by HLO Branding Agency based in reasonableness.

4.5

If the services have been performed, failure to meet the client’s expectations regarding the services executed by HLO Branding Agency will not be a reason for the free revision and/or re-execution of the services free-of-charge.

4.6

If deviations from the proposal occur during the execution of the agreement by HLO Branding Agency, HLO Branding Agency will inform the client as soon as possible.

4.7

The client ensures that all information, data, designs, branding, and related matters—of which HLO Branding Agency indicates that they are desirable or that the client reasonably should understand are necessary for the execution of the agreement—are provided to HLO Branding Agency in a timely manner.

4.8

If the necessary information, data, designs, branding, and related matters for the execution of the agreement are not provided by the client to HLO Branding Agency on time, HLO Branding Agency has the right to suspend the execution of the agreement and charge the resulting costs to the client according to the usual rates.

4.9

HLO Branding Agency is not liable for any damage of any kind that arises because HLO Branding Agency has relied on incorrect and/or incomplete information or documentation provided by the client.

4.10

If the client fails to execute and/or fails to enable the progress of the agreement, all consequences of this, as well as any additional costs, will be fully for the account and risk of the client.

4.11

The client is aware and agrees that HLO Branding Agency will never cooperate with a request from the client to make incorrect statements about a product, service, or brand in relation to the services, or to attribute characteristics that are contrary to the facts.

ARTICLE 5: EXECUTION OF SERVICES AND USE OF CONTENT

5.1

HLO Branding Agency is completely free in the way the agreement, especially the services, will be executed, unless the client and HLO Branding Agency have explicitly made specific arrangements in this regard.

5.2

The client is responsible for the distribution and disclosure of the content and/or works. The client is only allowed to distribute and/or disclose the content and/or works through the channel and for the purpose agreed upon in the proposal and/or agreement, unless explicitly agreed otherwise.

5.3

If applicable, the client must ensure an accessible, sound, and safe workplace for HLO Branding Agency and must take all necessary measures in relation thereto. If the client fails to do so, HLO Branding Agency is entitled to temporarily or permanently cease the execution of the services, without the agreed fee with the client being canceled.

5.4

The client is responsible for obtaining all necessary permits, licenses, etc., required for the execution of the services. The consequences of not having the required permits, licenses, etc., are at the client’s risk and account. The client is also obliged to verify that the requested services do not conflict with the rules of the Dutch Advertising Code or any other applicable laws or regulations.

5.5

If HLO Branding Agency deems necessary, the content and/or works to be reproduced will, if applicable, be provided with the © symbol, along with the name of HLO Branding Agency.

5.6

HLO Branding Agency has the right to protect or secure the content and/or works by means of (technical) provisions or measures. The client is not allowed to circumvent, avoid, or remove these technical provisions or measures implemented by or on behalf of HLO Branding Agency.

ARTICLE 6: FEE AND COSTS

6.1

The parties may agree on a fixed fee when the agreement is concluded.

6.2

If no fixed costs have been agreed upon, the costs will be determined based on the actual hours worked. The costs will be calculated according to the general HLO Branding Agency hourly rates, which are: Strategy €150, Creative €130, and support at €110 per worked hour during the period the support is in effect. The aforementioned hourly rates are exclusive of VAT.

6.3

HLO Branding Agency is entitled to increase the fee when, during the execution of the services, it appears that it would be unreasonable to expect HLO Branding Agency to provide the agreed services at the originally agreed fee.

6.4

The fee included in an agreement is based on the known data and circumstances at the time. If external cost-increasing factors arise after the agreement has been concluded, HLO Branding Agency is entitled to adjust the fee in the agreement accordingly, without this giving the client the right to cancel the agreement.

6.5

HLO Branding Agency is entitled to offset any (external) price changes that have occurred after the agreement was concluded with the client.

6.6

HLO Branding Agency reserves the right to charge an additional fee if, at the client's request, HLO Branding Agency provides its services or a part of them in the evening or on weekends.

6.7

The fees mentioned in the offer are always exclusive of tax levies (such as VAT), as well as all travel, accommodation, material rental, props, makeup, stylist, production, crew catering, research or registration with the Benelux Intellectual Property Office or the European Union Intellectual Property Office, and other costs.

6.8

HLO Branding Agency reserves the right to charge travel time for a meeting or session at a client's location. Travel costs are €0.30 per kilometer driven, with an hourly rate of €100 excluding VAT per person. If HLO Branding Agency and the client need to meet at another location, the incurred costs will be passed on to the client (travel costs and any rental location fees).

6.9

The client is, if applicable, responsible for the administration and financial settlement with the rights organizations (including Buma/Stemra/Sena/etc.), unless agreed otherwise in writing.

6.10

Good Weather Policy: For outdoor productions, a good weather policy applies. The following distributions apply to good weather productions for all team members and suppliers used by HLO, such as location, prop rental, models, stylist, makeup artist, photographer, videographer, and any other involved parties.

1^st cancellation 'good weather' booking: Cancellation 24 hours before the shoot starts, we will charge 25% of the day rate of all scheduled team members and suppliers.
2^nd cancellation 'good weather' booking: Cancellation 24 hours before the shoot starts, we will charge 50% of the day rate of all scheduled team members and suppliers.
3^rd cancellation 'good weather' booking: Cancellation 24 hours before the shoot starts, we will charge 50% of the day rate of all scheduled team members and suppliers.
Cancellation within 24 hours before the shoot starts, we will invoice the full amount in all cases.

ARTICLE 7: PAYMENT

7.1

Unless expressly agreed otherwise in writing, 50% (fifty percent) of the agreed fee must be paid by the client to HLO Branding Agency no later than 5 (five) business days before the services are delivered by HLO Branding Agency, and the remaining fee upon delivery of the content and/or works. If the client fails to make the payment, HLO Branding Agency is entitled to cancel or suspend the delivery of services without this affecting the client's obligation to pay the agreed fee.

7.2

After the agreement is concluded, HLO Branding Agency will send an invoice to the client for 50% (fifty percent) of the agreed fee and any other costs. The client is obligated to pay all invoices from HLO Branding Agency within 14 (fourteen) days of the invoice date unless agreed otherwise in writing.

7.3

Any objections to the invoice amount must be submitted in writing or by email to HLO Branding Agency no later than 8 (eight) days after the invoice date. The payment obligation of the client will not be suspended as a result of these objections.

7.4

If the client fails to make the payment on time, the client will, without the need for a formal notice of default, be in default by operation of law. In this case, the client will owe statutory commercial interest, which HLO Branding Agency may unilaterally increase to the legally permissible maximum. Interest on the due amount will be calculated from the moment the client is in default until the full amount is paid.

7.5

If the client is in default or in breach of timely fulfilment of their obligations, all reasonable costs, including extrajudicial collection costs, incurred by HLO Branding Agency to obtain payment out of court, will be at the expense of the client.

7.6

The extrajudicial collection costs owed by the client will be calculated based on what is customary in Dutch collection practice. However, if HLO Branding Agency has incurred higher costs for collection that were reasonably necessary, these actual costs may qualify for reimbursed. Any judicial and enforcement costs incurred will also be charged to the client. The client will also owe interest on the collection costs.

7.7

The funds collected by HLO Branding Agency from the client or paid by the client will first be applied to reduce the collection costs, then to reduce the interest due, and finally to reduce the principal amount owed.

ARTICLE 8: TERMINATION OF THE AGREEMENT

8.1

The Agreement ends when the services have been provided. Early termination by the client is excluded, unless the client is a natural person who has given an order outside the exercise of a profession or business.

8.2

If and to the extent that the duration of the use of the content and/or works has not been specified in the offer and/or the agreement, the client has the right, after full payment of the amounts owed by the client, to publicly disclose the relevant content and/or works as already shown for 6 (six) months. However, the client is not allowed to re-disclose or otherwise reproduce the content.

8.3

After the agreement has been terminated, the client is not entitled to use the content and/or works or any part thereof unless explicitly agreed otherwise in writing with HLO Branding Agency.

8.4

If the services cannot be provided on the agreed date, the client has the right, in consultation with HLO Branding Agency, to set a new date or dates.

8.5

HLO Branding Agency may terminate the agreement early. If the agreement is terminated early by HLO Branding Agency, HLO Branding Agency will, after payment of the amounts owed to HLO Branding Agency, ensure the transfer of the project in consultation with the client so that the remaining services can be carried out by a third party. The client is then obliged to reimburse any additional costs. Intellectual property rights remain the property of HLO Branding Agency at all times, even after the services are made available.

8.6

HLO Branding Agency is entitled to terminate the agreement, in whole or in part, without the need for a notice of default and without the obligation to pay compensation, if:
a.) The client is declared bankrupt;
b.) The client applies for suspension of payments;
c.) The client proceeds to liquidate their business;
d.) The client is placed under guardianship or dies; or
e.) The client fails to comply with any legal obligation or any obligation arising from the agreement with HLO Branding Agency.

8.7

In the cases mentioned in Article 8.6, HLO Branding Agency is entitled to immediately demand payment of the entire fee owed by the client.

8.8

The client is obliged to inform HLO Branding Agency immediately if any circumstance as described in Article 8.6 occurs. If a circumstance as described in Article 8.6 sub e occurs, the client is automatically in default by operation of law, and any debt to HLO Branding Agency becomes immediately due and payable.

ARTICLE 9: INTELLECTUAL PROPERTY

9.1

All intellectual property rights arising from the content and/or works created and delivered by HLO Branding Agency shall – with the exception of what the client has provided to HLO Branding Agency – exclusively belong to HLO Branding Agency, unless otherwise stated in the proposal issued by HLO Branding Agency.

9.2

After full payment of the amounts owed by the client, HLO Branding Agency grants a license for the use of the intellectual property rights associated with the content and/or works, in accordance with the purpose and channel for which the content and/or works are intended, as stated in the proposal. Unless otherwise agreed in writing, this license applies for a period of 6 (six) months within the Netherlands.

9.3

All materials provided by HLO Branding Agency, including reports, advice, agreements, designs, concepts, software, photos, logo designs, etc., remain the property of HLO Branding Agency and may not be reproduced, disclosed, or made known to third parties by the client without the prior consent of HLO Branding Agency.

9.4

For content and/or works created for promotional purposes, the client, after full payment of all invoices from HLO Branding Agency, will obtain a license to use the content and/or works during the duration of the client’s campaign or the intended use as agreed in advance with the client, for utilisation through the agreed channel.

9.5

HLO Branding Agency retains ownership, unless otherwise agreed in writing, of the content and works created by HLO Branding Agency within the context of the agreement, even if these have been handed over to the client or third parties.

9.6

The client is not permitted, without the prior written consent of HLO Branding Agency, to modify or make changes to the content and/or works in any way. If the client wishes to make modifications to the content and/or works as mentioned in this section, the client will allow HLO Branding Agency to carry out such modifications under agreed conditions. This does not affect the need for prior written consent from HLO Branding Agency.

9.7

Unless otherwise agreed in writing and/or unless the content and/or work is not suited for this purpose, HLO Branding Agency is always entitled to mention its name in the usual way in the colophon, title role, or otherwise, on or alongside the content and/or works. The client is not allowed to disclose or reproduce the content and/or works without the name of HLO Branding Agency without prior consent.

9.8

HLO Branding Agency, considering the interests of the client, has the right to use the content and/or works for its own portfolio, publicity, or promotion, unless otherwise agreed by the parties in writing. HLO Branding Agency only needs the client's permission if the client has not yet used the content and/or work, which permission shall not be unreasonably withheld.

ARTICLE 10: SPECIAL PROVISIONS

Animation

10.1

In the event that HLO Branding Agency develops and creates an animation for the client, unless expressly agreed otherwise in writing, 50% (fifty percent) of the agreed fee must be fully paid by the client after the delivery of the script by HLO Branding Agency, 30% (thirty percent) of the agreed fee must be fully paid by the client after the delivery of the visual script by HLO Branding Agency, and the remaining 20% (twenty percent) of the fee upon delivery of the animation. If these payments are not made, HLO Branding Agency is entitled to cancel or suspend the delivery of the services, without the client’s obligation to pay the agreed fee being waived.

10.2

Unless otherwise agreed in writing, the client is only authorized to use the animation as a whole, in accordance with the purpose, medium, and duration for which the animation is intended, as stated in the offer. It is explicitly prohibited for the client to reproduce, publicly disclose, or make available to third parties any part of the animation, including but not limited to characters, still frames, titles, or other elements of the animation.

Photography

10.3

The client is only permitted to use the images provided and edited by HLO Branding Agency, which the client has selected, in accordance with the purpose, channel, and duration for which the images were created as per the offer. Other (concept) images not selected by the client remain the property of HLO Branding Agency, and the client is not permitted to reproduce, publicly disclose, or make them available to third parties.

Copyright

10.4

The client is only permitted to use the texts, sentences, translations, and slogans delivered by HLO Branding Agency in accordance with the purpose, channel, and duration for which the texts, sentences, translations, and slogans were created as per the proposal.

Product development

10.5

If HLO Branding Agency develops one or more products for the client, the client is only authorized to have these products exclusively produced, purchased, and distributed by HLO Branding Agency, unless otherwise agreed in writing.

10.6

If HLO Branding Agency has developed the products without a formal agreement between the parties regarding product development and without agreeing on a fee for such product development, the client is not authorized to utilise the products or anything related to or derived from the products in any way unless the parties have reached an agreement and the fee determined by HLO Branding Agency has been fully paid by the client.

10.7

All intellectual property rights and all know-how arising from or related to the products developed by HLO Branding Agency remain the property of HLO Branding Agency.

ARTICLE 11: FORCE MAJEURE

11.1

In the event that HLO Branding Agency is prevented from providing or performing the services, in whole or in part, due to force majeure, HLO Branding Agency has the right, without judicial intervention, to suspend the performance of the services or to terminate the agreement, in whole or in part, at its sole discretion, without HLO Branding Agency being obliged to compensate any damages suffered by the client.

11.2

Force majeure is understood to include what is defined by law and jurisprudence, any cause or circumstance, foreseen or unforeseen, over which HLO Branding Agency has no control, making it impossible for HLO Branding Agency to fulfil its obligations, and which cannot reasonably be considered the risk of HLO Branding Agency. This includes, but is not limited to, the following circumstances: delays or non-performance by (sub)suppliers, transport options, business interruptions, absenteeism due to illness, strikes, natural disasters, outbreaks of any virus, data loss due to computer malfunctions, virus infections, or computer security breaches by third parties, machine breakdowns, and other emergencies that prevent or limit the operations of HLO Branding Agency, as well as situations where HLO Branding Agency’s performance is hindered due to personal reasons.

11.3

If, at the time of the force majeure event, HLO Branding Agency has already partially fulfilled its obligations to the client arising from the agreement and has already delivered some services to the client, and the delivered services have independent value, HLO Branding Agency is entitled to invoice those services separately. The client is then obliged to pay the corresponding invoice from HLO Branding Agency.

ARTICLE 12: COMPLAINTS AND RECTIFICATION

12.1

If, and to the extent that, the client objectively believes that the services performed are deficient, the client must notify HLO Branding Agency in writing within 8 (eight) days. If the client fails to do so, the services will be deemed to have been performed properly and timely.

12.2

If HLO Branding Agency believes that the client’s complaint is justified, HLO Branding Agency will be given the opportunity to re-perform (have re-performed) the relevant services. In the event that it is objectively no longer possible to perform the services, HLO Branding Agency will only be liable within the limits of Article 13.

ARTICLE 13: LIABILITY

13.1

Given the nature of the services to be provided, such as the subjective judgment aspects involved in the services and the creation of the content and/or works, HLO Branding Agency shall not be liable for any damage suffered by the client as a result of actions by HLO Branding Agency or any third parties engaged by HLO Branding Agency in the performance of the agreement or otherwise, except in the case of intent or gross negligence.

13.2

Indirect or consequential damages, such as lost revenue or profits, missed savings, or reputational damage, shall never be eligible for compensation by HLO Branding Agency to the client.

13.3

The client indemnifies HLO Branding Agency against all claims by third parties for any damages and costs incurred by HLO Branding Agency or any third party it has engaged, directly or indirectly, as a result of the creation and production of the content and/or works, if the content was made at the client’s request, as well as for the use of the information, data, materials, designs, branding, and related matters or information provided by the client.

13.4

HLO Branding Agency is not liable for any third parties engaged by HLO Branding Agency to execute the agreement.

13.5

In the event that it is legally determined that HLO Branding Agency and/or any third party it engaged is liable for damages suffered by the client, the total liability of HLO Branding Agency due to a breach of the agreement or from an unlawful act or otherwise shall in any case be limited to the amount paid under HLO Branding Agency's business liability insurance or, if no insurance is in place, the agreed fees.

13.6

The exclusions and limitations of liability mentioned in this article, as well as the indemnities, apply equally to and for the benefit of HLO Branding Agency’s subordinates and anyone else whose assistance HLO Branding Agency uses in the performance of the agreement.

ARTICLE 14: RIGHT OF SUSPENSION

If the client fails to fulfil its obligations to HLO Branding Agency, in whole or in part, HLO Branding Agency is entitled, without prior notice of default, to suspend the performance of the agreement until the client has fully met all of its obligations. This also applies if HLO Branding Agency has good reason to fear that the client will not fulfil its obligations and the client has provided no, or insufficient security for this.

ARTICLE 15: CONFIDENTIALITY

The parties shall treat all information received within the context of these general terms and conditions and the agreement entered into between the parties (including the content of the proposal, the content of the agreement, and all information about the fees) as confidential and shall not disclose it to any third party, unless such disclosure is necessary for the execution of an agreement or is required by a court order.

ARTICLE 16: ASSIGNMENT TO THIRD PARTIES

The client is not entitled to assign the rights and obligations arising from the agreement concluded under these general terms and conditions, in whole or in part, to third parties without the prior written consent of HLO Branding Agency.

ARTICLE 17: FINAL PROVISIONS

17.1

These general terms and conditions are effective as of 16 December 2024.

17.2

In the event that any provision(s) in these general terms and conditions is/are invalid or is/are annulled, the validity of the remaining provisions shall remain unaffected. HLO Branding Agency and the client will then consult to agree on new provisions to replace the invalid or annulled provisions, taking into account the purpose and scope of the original provision(s) as much as possible.

17.3

HLO Branding Agency reserves the right to amend or supplement these general terms and conditions from time to time.

17.4

These general terms and conditions, as well as any agreements arising from them, entered into by or with HLO Branding Agency, are governed by Dutch law.

17.5

Any disputes between a client and HLO Branding Agency arising from, related to, or in connection with these general terms and conditions and/or any agreements, will be exclusively settled by the competent court of The Hague.

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