Hagens PR & Strategie B.V.
Article 1 – Definitions
Hagens PR & Strategie:
Hagens PR & Strategie B.V. has its legal seat in Amsterdam and offices on Grasweg 41-Z4. In the following referred to as: “Hagens PR”.
All offers and price quotations of Hagens PR to natural or legal persons with whom it intends to conclude an agreement, as well as the budgeting of the associated costs.
The persons granting an order to Hagens PR. The legal person or natural person or persons with whom contractor has concluded the agreement, also the party accepting the present terms and conditions.
A presentation or proposal in which an offer (whether or not including a budget) is made. A pitch is not a definitive offer and cannot be accepted as such.
The agreement between Hagens PR and Client.
The service or the product that will be provided by Hagens PR in accordance with the quotation and/or agreement.
All services to be provided by Hagens PR to the Client.
A fixed price, not being an hourly rate, for a set of services established beforehand.
Wherever reference is made in these terms and conditions to ‘written’, this is also intended to mean electronic communications such as e-mail.
All third parties that upon request of Hagens PR provide products or services to Hagens PR in connection with the implementation of an Agreement, also including, though not solely, freelancers, production companies, graphics companies, illustrators, photographers, research firms, media operators, media purchasing and consultancy firms, and website builders.
Article 2 – Scope
2.1 These conditions are a part of all Agreements between Hagens PR and Client and they are applicable to all quotations, budgets, order proposals provided by Hagens PR and to all other actions and legal transactions of Hagens PR and Client. These conditions are applicable as well, to the extent possible, to any possible third parties acting as the authorized representative of Client.
2.2 All clauses in the terms and conditions have also been stipulated for the benefit of all administrators of Hagens PR and all persons who are operative for Hagens PR and/or who have been engaged by Hagens PR.
2.3 Derogations from these terms and conditions are exclusively valid if expressly established in writing. Hagens PR expressly rejects the applicability of general (purchasing) conditions applied by Client.
Article 3 – Warranty
3.1 Hagens PR will carry out the Agreement to the best of their understanding and ability and in accordance with the requirements of sound craftsmanship.
3.2 Upon carrying out the Activities, Hagens PR will observe the greatest possible diligence regarding the interests of Client. Hagens PR takes care in particular of the secrecy of all data and information provided by Client to Hagens PR in the context of the Agreement.
Article 4 – Adoption of Agreements
- An offer, budget, quotation, or price submitted does not bind Hagens PR and only counts as an invitation to Client to grant an order. An Agreement is only adopted to the extent Hagens PR accepts an order of Client in writing or if an order is executed by Hagens PR. If Hagens PR upon request of Client carries out any performance before an Agreement has been adopted, Client will pay Hagens PR for this in accordance with the rates effective at such time at Hagens PR.
- If the acceptance – whether or not on minor points – deviates from what is stated in the Quotation, Hagens PR is not bound by it and the Agreement is not concluded in accordance with this deviating acceptance, unless Hagens PR indicates otherwise in writing.
- All Quotations are entirely non-committal and Hagens PR is only bound by the Quotation if the Quotation is signed by Client within fourteen (14) days and received by Hagens PR. Hagens PR has the right not to accept an offer or order without stating grounds. Even after adoption of an Agreement, Hagens PR has the right to cancel an offer or order without stating grounds, until one week after approval by Client of an order or order proposal, in which case Hagens PR is not obliged to provide more than the refunding of what may have been paid in advance by Client already.
- In case Client wishes to modify the substance of the Agreement, Client must communicate the changes he wishes immediately in writing to Hagens PR. The changes to the Agreement must subsequently be accepted by Hagens PR in writing. Any possible additional costs as a result of such changes are borne by Client.
Article 5 – Implementation of the Agreement
- Unless established otherwise in writing, Orders are carried out during regular working hours and under normal circumstances. If it becomes apparent upon implementation that adjustments to or deviations from the Agreement are useful or required, Hagens PR enters into consultation with Client.
- Client makes sure that all information – for which Hagens PR indicates that it is desirable or for which Client should reasonably understand that it is necessary for the implementation of the Agreement – is timely provided to Hagens PR. If the information required for the implementation of the Agreement is not timely provided to Hagens PR, Hagens PR has the right to suspend the implementation of the Agreement and to bill the resulting costs in accordance with the customary rates to Client.
- In case the Activities are conducted at the location of Client or at a location designated by Client, Client procures, free of charges, the facilities that are reasonably desired.
- Not meeting the expectations of Client with respect to the (marketing) concept chosen by Hagens PR, or the implementation thereof, does not constitute grounds for a review of the concept and the associated execution of the Activities free of charges.
- The overrunning of the budget included in the order proposal by up to 10% is accepted as a budgeting risk by Client and does not have to be reported by Hagens PR beforehand to Client. Delivery times submitted can never be considered strict time limits, unless it is expressly established otherwise in writing. In case of late delivery, Hagens PR must therefore be declared in default in writing before falling into default.
Article 6 – Cancellation
Client can only cancel an order in writing if after adoption of an Agreement or the granting of the order a circumstance has occurred that is of such a nature that it cannot reasonably be demanded that the Agreement is maintained (in unaltered form) and Hagens PR accepts this cancellation. In that case, Client will pay Hagens PR a fee for the services conducted based on the time spent and the costs incurred. Therein are included as well the obligations vis-a-vis third parties committed to already by Hagens PR. In such case, Client in addition owes a fee for lost profit regarding the cancelled order.
Article 7 – Third parties
- Hagens PR has the right upon the implementation of the Agreement to make use of third parties. Hagens PR will thereby consult as much as possible with Client and observe diligence upon the selection of third parties. In case Hagens PR engages (a) third party/parties for the implementation of the Agreement, the conditions on which the agreement between Hagens PR and the third party is adopted will also apply to the Agreement between Hagens PR and Client, without prejudice to the other rights and obligations that are effective between Hagens PR and Client on grounds of the Agreement. In case of contradictions between these Terms and Conditions and the conditions of a third party effective vis-a-vis Hagens PR, the conditions by which Hagens PR is bound vis-a-vis that third party in connection with a certain topic prevail. The applicability of terms and conditions of Client is expressly rejected.
- Hagens PR is not liable for shortcomings of engaged third parties.
- In case of the engagement of third parties, Hagens PR is only obliged to provide the final product of such third party/parties to client. Hagens PR is not obliged to supply source/project files or other raw files to client.
- Hagens PR makes sure that third parties invoice to Hagens PR with specification of all goods and services delivered per order. Hagens PR will pass on the invoiced amounts by way of an own invoice to Client. Hagens PR thereby reserves itself the right to apply margins.
Article 8 – Contract duration and implementation term
8.1 The Agreement is adopted for an indefinite time with a notice period of 6 months, unless it flows differently from the nature of the Agreement, or parties have expressly established otherwise in writing.
8.2 During the notice period, the remuneration of Hagens PR per month is equal to the monthly sum that Hagens PR has invoiced on average during the preceding period of 12 months to the client on account of their activities; in case the collaboration has lasted for less than 12 months, then that period applies as a reference period.
Article 9 – Fee
- The services of Hagens PR are compensated by the Client on the basis of a budget prepared by Hagens PR and approved by client.
- If no fixed fee was established, the fee will be determined on grounds of the hours effectively spent. The fee is calculated according to the usual hourly rates of Hagens PR, as effective for the period in which the Activities were conducted.
- Client is aware that Hagens PR may enjoy benefits from Media Operators or other third parties the form of discounts, commission, or otherwise, also including, though not limited to, rate reductions regarding media placements or other financial advantages. Barring a differing clause established explicitly in writing, the advantages above will fall entirely to the benefit of Hagens PR.
- Hagens PR has the right to set off such price changes as have occurred after the Agreement has been concluded with Client.
- Hagens PR also has the right to increase the fee in case it becomes apparent during execution of the Activities that it may not reasonably be expected of Hagens PR that Hagens PR carries out the established Activities against the fee originally established.
- Hagens PR invoices the Services per order and/or period of time. The invoicing, if possible, occurs within 15 days after the date on which the budget was approved.
- In derogation to the previous section it applies that the production costs of commercials and media expenses must be paid by the Client to Hagens PR in full before the moment that Hagens PR is obliged to pay these costs.
- All prices are listed in Euros and are exclusive of VAT. Unless expressly established otherwise, all duties or taxes imposed or levied in the matter of the activities are borne by Client. Hagens PR can pass any change to the factors that affect the price of Hagens PR, also including the price of third parties, exchange rates, insurance rates, and other duties or taxes on to Client.
- Hagens PR applies a standard margin of 15% that is billed to cover all out-of-pocket expenses.
- If a PO or project number is required for invoicing, Client takes care of the timely delivery of such PO.
Article 10 – Payment
- Client settles the invoices within thirty days after invoice date. Client falls into default through the mere expiry of a payment term. In such case, all claims of Hagens PR on Client become instantly and entirely payable.
From that day, Client owes, without any further default notice, the statutory (commercial) interest over all amounts that have not been settled on the due date at the latest, from that day on.
- All payments will occur without discounts, deductions, or setoffs, on a bank account to be designated by Hagens PR. Client never has the right to suspend his payment obligation.
- All costs of Hagens PR to obtain the amounts owed extrajudicially are born by Client. These costs amount to at least 15% of the sum owed and will under no circumstance be less than EUR 250 per outstanding invoice, without prejudice to the right of Hagens PR to claim the actual costs.
Article 11 – Complaints
- Complaints about the Activities must be reported by Client within eight (8) days after discovery, though no later than within fourteen (14) days after completion of the relevant Activities, to Hagens PR in writing. Such a default notice must contain a description of the shortcoming contended by Client with the greatest possible detail, so that Hagens PR is able to respond adequately.
- If a complaint is legitimate, Hagens PR will be given the opportunity to carry out the Activities again. In case the re-conducting of the Activities is no longer possible by objective standards, Hagens PR will only be liable within the boundaries of article 12 (Liability).
Article 12 – Liability
- Considering the nature of the Activities and the subjective aspects of assessment involved in the Activities, Hagens PR is not liable for any damage incurred by the Client as a result of conduct of Hagens PR in complying with the Agreement or otherwise, barring in the event of willful intent or gross fault. Consequential damage, also including lost profit or losses incurred, will never be eligible for compensation.
- Client guarantees towards Hagens PR the correctness and completeness of the information that Client has provided to Hagens PR regarding himself and his products, services and/or brands, and indemnifies Hagens PR for all third-party claims in the matter.
- In the event that Hagens PR is liable for damage incurred by Client, the damage that Hagens PR is obliged to compensate never exceeds the invoice value of the Activities, the defect of which was the cause of the damage, or – if such is impossible to determine – the invoice value of the Activities that Hagens PR at the time that the event causing damage has occurred has carried out for the benefit of Client. Subject to printing and typing errors.
- Client indemnifies Hagens PR with respect to all third-party claims related to or flowing from the Agreement. All matters leave the duty of care of Hagens PR as intended in article 3 (Warranty) unaffected.
- The exclusions and limitations of liability as stated in this article, as well as said indemnification(s), are stipulated equally for and for the benefit of subordinates of Hagens PR and anyone else whose help Hagens PR makes use of upon the execution of the Activities.
- The liability for the Activities that Hagens PR has assigned to a third party is limited to the extent the third party effectively indemnifies Hagens PR.
- Hagens PR will carry out the Services with due diligence and make sure that they meet the applicable legal requirements. Were it to prove necessary to obtain legal advice in the field of the effective regulations, then the expenses due for the purpose are borne by Client.
- If upon the implementation of an Agreement, Hagens PR doubts whether the Services are compliant with the regulations referred to in section 7 of this article, then Hagens PR will communicate this to Client. If Client nevertheless approves a budget or order proposal of Hagens PR, then Hagens PR will not be liable towards Client for damage that flows from the fact that the Services are not compliant with the regulations referred to, and Client will safeguard Hagens PR against claims by third parties in the matter.
- Client indemnifies Hagens PR for all third-party claims, whatever they are called, related to an Agreement or respectively flowing from the implementation of an Agreement.
- All rights of claim and other authorities of the Client vis-a-vis Hagens PR in connection with activities conducted by Hagens PR lapse as soon as a period of one year has expired after the day on which Client became aware or could reasonably have become aware of the existence of those rights and authorities.
Article 13 – Force majeure
- By force majeure of Hagens PR is intended any circumstance independent of the will of Hagens PR as a result of which compliance with their obligations towards Client is prevented completely or in part or as a result of which compliance cannot reasonably be demanded of Hagens PR, regardless of whether that circumstance was foreseeable at the time of conclusion of the Agreement.
- In the event that Hagens PR is prevented by force majeure from carrying out the Activities completely or in part, Hagens PR has the right without judicial intervention to suspend the execution of the Activities or to rescind the Agreement in writing completely or in part, to the extent such rescission is reasonably necessary. In case of force majeure, Client is not entitled to any compensation (of damages), not even if Hagens PR were to have any advantage as a result of the force majeure.
- Besides what is understood as force majeure according to Netherlands Law, Hagens PR can appeal to it in any case in the event of one or more of the circumstances indicated below that hinder timely and/or correct delivery: government measures, operational disruptions due to fire, break-ins, sabotage, activities of internet or telecom malfunctions or digital attacks or other digital crimes, malfunctions in production, strikes, acts of God, natural phenomena, (natural) disasters, and stagnation or other issues with production by Hagens PR or their suppliers or their suppliers or with the own transport or that procured by third parties, or measures by government agencies.
Article 14 – Waivers
- Client indemnifies Hagens PR for third-party claims regarding rights of intellectual property to materials or data supplied by the Client that are used upon the implementation of the Agreement.
- If Client provides user with information carriers, electronic files, or software etc., Client guarantees that the information carriers, electronic files, or software are free from viruses and defects.
Article 15 – Intellectual property
- After full payment of all invoices of Hagens PR, Client acquires a license during the term of the agreement in the Netherlands to exploit and otherwise use the (copy-)rights to all results of the Activities that were conducted exclusively by Hagens PR.
- Client and Hagens PR can determined by order that the rights referred to in article 15.1 are extended as per geographical area and period of time.
- Hagens PR retains the right to use the knowledge accumulated through the execution of the Activities for different purposes, to the extent no confidential information is thereby disclosed to third parties.
- Hagens PR has the right to sign and/or use everything created by Hagens PR for the promotion of the own organization and provision of services.
Article 16 – Non-disclosure
- Both parties are obliged to keep secret all confidential information that they have received from each other or from different sources in the context of the Agreement. Information is deemed confidential if this was announced by the other party or if this flows from the nature of the information.
- If Hagens PR is obliged – on grounds of a legal provision or a court order – to provide confidential information to third parties designated by the law or by the competent court and Hagens PR is unable to appeal in the matter to legal privilege or privilege acknowledged or allowed by the court, then Hagens PR is not obliged to provide compensation of damages or indemnification and the counterparty does not have the right to rescind the Agreement.
Article 17 – Transfer and obligations
Client does not have the right to transfer the rights and obligations that flow from the Agreement concluded under the present terms and conditions entirely or partially to third parties, barring the prior written consent of Hagens PR.
Article 18 – Termination
- If Client does not properly or does not timely comply with any obligation that might flow for him from the Agreement, Client falls into default and Hagens PR has the right, without default notice or judicial intervention, to suspend the implementation of the Agreement until payment has been sufficiently secured and/or to rescind the Agreement with Client completely or in part, all matters without prejudice to other rights of Hagens PR under any Agreement with Client whatsoever, and without Hagens PR being obliged to provide any compensation of damages.
- In case of the bankruptcy, (provisional) suspension of payments, the halting or liquidation of the enterprise of Client, or if Client knows that one of these situations will occur, Client is obliged to accordingly inform Hagens PR as soon as possible and all Agreements with Client will be legally rescinded, unless Hagens PR notifies Client that they wish for compliance with a part of the relevant Agreement, in which case Hagens PR has the right, without default notice, to suspend the implementation of the relevant Agreements until payment has been sufficiently secured and/or to suspend all of the payment obligations they might have vis-a-vis Client, all matters without prejudice to other rights of Hagens PR under any Agreement with Client whatsoever and without Hagens PR being obliged to provide any compensation of damages.
- In case an event occurs as referred to in the previous section, all claims of Hagens PR on Client become instantly and entirely payable and Hagens PR has the right to recover the relevant projects. In such case, Hagens PR and their authorized representative(s) will have the right to enter the premises and buildings in use at Client in order to take possession of the products.
- If Hagens PR exercises its authority to rescind or if a situation as referred to in article 13 (Force majeure) occurs, Hagens PR is authorized to set off such sum as is refunded to Client against a compensation for activities already conducted as well as against a compensation for the profit that is to be lost.
- If client purchases services via Hagens PR, such as Smart PR, Clipit, or others, and wishes to terminate the use of these services, a written notice period applies for this that is equal to the notice period that is effective for Hagens PR for these services. Notice must be given by e-mail at . Any possible costs associated with starting up/purchasing these services again are borne by client.
Article 19 Termination project
- Hagens PR reserves itself the right to terminate a project if a project has been completed for 90% (in accordance with budget and planning).
- If a project has been put on hold after client has paid the invoice, the activities of Hagens PR associated with that project can be resumed within a period of 12 months. Six months before said period ends, Hagens PR will contact Client for consultation. One month before termination of this 12-month period, Hagens PR will contact client again.
- If the 12-month period has elapsed, sums paid by client are not credited.
Article 20 – Applicable law and competent court and final provisions
- These Terms and Conditions are effective as of 1 January 2021.
- In case any provision in these terms and conditions were to be void or were annulled, this leaves unaffected the validity of the remaining provisions. Hagens PR and Client will enter into consultations in such case in order to let Hagens PR establish provisions that are to replace the void and/or annulled provisions, whereby the purpose and tenor of the original provisions are observed as much as possible.
- The legal relationship between Client and Hagens PR is governed by Netherlands Law. All disputes that may arise between Client and Hagens PR in connection with or in relation to the Agreement will be settled, to the exclusion of any other, by the competent court of law in Amsterdam.
- An Agreement, including these Conditions, is a complete representation of the rights and obligations of parties and replaces all prior written and verbal arrangements, statements, expressions, or conduct of parties.
20.5 These conditions can be modified by mere statement on the part of Hagens PR to Client. In the absence of objections within 30 days after announcement, the modified Conditions are effective from the day of the announcement for all new Agreements, as well as for all still current Agreements, to the extent these are carried out after the day of the announcement.