ALGEMENE VOORWAARDEN

Article 3 – Quotation and Budget

1. All offers, including Quotations and Budgets, are made without obligation.
2. For the acceptance of the offer, for verbal commitments, for changes and additions to existing Agreements and for the content of all price lists, brochures and other data provided with the offer, Aspen Digital may only be considered bound by these after and insofar as the relevant documents have been confirmed In Writing by Aspen Digital.
3. Orders must be confirmed in writing by the Client. If the Client fails to do so but nevertheless agrees to Aspen Digital commencing performance of the Order, the content of the quotation will be deemed to have been agreed.
4. The price calculation and conditions of the offer have a validity period of sixty (60) days from the offer date.
5. Any new price calculation and conditions of the offer given by Aspen Digital will replace the previous ones.
6. A composite price calculation does not oblige Aspen Digital to fulfil part of what is stated in the offer at a corresponding part of the stated price;
7. Offers are based on the information known to Aspen Digital at the time of the offer and on any data provided by the Client at the time of application.
8. If Client accepts an offer, Aspen Digital retains the right to withdraw the offer within 2 working days of acceptance.
9. If the Client wishes to award the same Assignment to several suppliers at the same time, the Client must inform Aspen Digital thereof in Writing in advance, stating the names of the other contractors. The Client is also obliged to do so if he has previously awarded the same Assignment to other contractors.
10. If Aspen Digital draws up an estimate for third-party costs at the request of the Client, such estimate will be indicative only. If desired, Aspen Digital may request quotations on behalf of the Client.

Article 4 – Agreement

1. The Agreement between Aspen Digital and Client is for an indefinite period, unless the nature of the Agreement dictates otherwise or if the Parties have expressly agreed otherwise in writing.
2. Besides effort, the duration of the Assignment may be influenced by all kinds of factors, such as the quality of the information obtained by Aspen Digital and the cooperation provided. Aspen Digital can therefore not indicate in advance exactly how long the lead time for performing the Assignment will be.
3. If a deadline has been agreed or given for the performance of certain Work or for the delivery of certain services, this is never a deadline. If a deadline is exceeded, the Client must give Aspen Digital written notice of default. Aspen Digital must be given a reasonable period to still perform the Agreement.
4. Specification of the services and goods to be delivered will be given in good faith.
5. Aspen Digital is entitled to suspend the implementation of the Agreement without judicial intervention if the Customer fails to comply or fails to comply on time with any obligation under the Agreement and the provisions and General Terms and Conditions associated with the Agreement. Suspension as referred to above never gives the right to compensation.
6. As long as the relationship between Client and Aspen Digital continues, as well as for one (1) year after the end thereof, Client is not permitted to employ employees of Aspen Digital or otherwise have them work for him, directly or indirectly, without Aspen Digital’s prior written consent Aspen Digital’s employees in this context means persons employed by Aspen Digital or who were employed by Aspen Digital at the time of the execution of the Order.

Article 5 – Price

1. The price quoted by Aspen Digital for the performance to be carried out by it applies only to performance in accordance with the agreed specifications.
2. Aspen Digital is entitled to charge one or more advance payments on the total price.
3. All prices quoted are exclusive of any costs to be incurred in the context of the Contract, including travel and accommodation costs, transport costs, postage, small materials, travelling time, turnover tax (VAT) and other levies imposed by the government, unless otherwise agreed. If no fixed fee has been agreed, the fee will be determined on the basis of hours actually worked.
4. All prices issued by Aspen Digital in respect of, among other things, but not exclusively, consultancy, coordination, and concept development work, will always be settled on the basis of actual hours spent and at the rates applicable at Aspen Digital.
5. If no price or only an estimated price has been agreed between the Parties, or if the price can be changed according to these General Terms and Conditions, settlement will be based on Aspen Digital’s subsequent calculation with a reasonable profit mark-up.
6. If certain costs or cost items cannot be foreseen when preparing the Budget, because they depend, for example, on the progress of the project or on quotations from third parties or otherwise cannot be predicted with certainty, they may be included on a pro memoria basis. They will then be passed on in retrospect on the basis of subsequent calculation and with a reasonable profit mark-up.
7. The price quoted by Aspen Digital for the Work to be performed by it applies only to performance in accordance with the agreed specifications. Aspen Digital is entitled to increase the agreed price if after the conclusion of the Contract there is unforeseen additional Work, an increase in the costs associated with the implementation of the Contract or as a result of (amended) legislation or regulations.

Article 6 – Changes, additional work and price and rate adjustments

1. Aspen Digital will always consider sympathetically a timely request from the Client to agree to changes, additions and corrections to the Contract. However, Aspen Digital is in no way obliged to agree and may require the Client to conclude a separate Agreement in Writing for this purpose.
2. If Aspen Digital agrees to changes, additions and corrections to the Contract, this may affect the agreed price and/or the agreed time of delivery or completion. Although less work may lead to a reduction in the agreed price, Aspen Digital reserves the right to charge the Client for the costs incurred by Aspen Digital and lost profit.
3. If the performance of the Contract requires additional Work that was not foreseeable at the time of the conclusion of the Contract or if this additional Work is the result of conduct and/or a concealment or incorrect or unclear statement by the Customer, this additional Work will be charged according to Aspen Digital’s usual rates. The extra Work referred to in this Article explicitly but not exclusively includes waiting time, extra travel time, changes made by the Client to the originally agreed specifications, faulty method of delivery by the Client and other delays attributable to the Client.
4. If a fixed price has been agreed in the Agreement and the Parties intend to enter into a separate agreement with regard to additional Work or performance, Aspen Digital will inform the Customer in advance of the financial consequences of such additional Work or performance.
5. If Client does not wish to pay any additional costs resulting from the additional Work or performance, the desired additional Work or performance will not be performed. However, the Client is and remains bound by the original Agreement.
6. Annually, as of 1 January, prices and rates of the agreed Work may be adjusted by Aspen Digital.
   Overruns of Quotations and Budgets of up to 10% (excluding VAT) are accepted as a budget risk by the Client and do not have to be notified in advance to the Client by Aspen Digital. Overruns resulting from sales conditions of suppliers of Aspen Digital and third parties engaged by Aspen Digital are deemed to be known to the Customer and do not count as an overrun of a budget, even if these costs are not included in a separate budget.

Article 7 – Delivery by Client and custody

1. The Client guarantees Aspen Digital that the files delivered and the execution of the Agreement, in particular by reproduction or publication of the items received by the Client, including but not limited to texts, photos, videos, software, data carriers, source codes, data files and/or other (digital) materials and equipment, do not infringe any rights that third parties may enforce under national, supranational or international laws and regulations regarding copyright or industrial property rights or the law of torts. The Client indemnifies Aspen Digital both in and out of court against all claims that third parties may assert against the Client under laws and regulations.
2. If reasonable doubt arises or continues to exist regarding the correctness of the rights asserted by third parties as referred to in the previous paragraph, Aspen Digital will be entitled but not obliged to suspend performance of the Contract until such time as it has been irrevocably established in law that Aspen Digital’s performance of the Contract does not infringe said rights. Thereafter Aspen Digital will still perform the Order within a reasonable period of time.
3. In the event that the Client provides Aspen Digital with Information Carriers, these Information Carriers must comply with the specifications provided by Aspen Digital to the Client. In such a case, the Client must also ensure that he keeps a copy or duplicate of his Information Carriers or has them made for his safekeeping.
4. If the delivery of information takes place by means of a public telephone network or other direct connection, this can only take place at times agreed in advance with Aspen Digital, for the account and risk of the Client, in accordance with the conditions of the party operating this connection and in accordance with arrangements made in advance by both parties regarding methods and protocols.
5. Except in the case of gross fault or negligence on the part of Aspen Digital, the risk of damage or loss of information will always be borne by the Client, regardless of whether the transport or shipment is carried out by or on behalf of Aspen Digital, the Client or third parties.
6. The risk regarding damage or loss of information stored with the Client is explicitly for the Client.
7. After completion of the Assignment, neither Client nor Aspen Digital have any obligation to each other to store the materials and data used.

Article 8 – Execution

1. Aspen Digital will execute the Assignment properly and carefully and represent the interests of the Client to the best of its knowledge and ability, this obligation is in the nature of a ‘best efforts obligation’, as achieving an intended result cannot be guaranteed.
2. The performance of the Work shall in principle be carried out from (one of) Aspen Digital’s office(s) Full or partial services may be provided at the Client’s office, if and to the extent agreed.
3. The Client is obliged to cooperate fully and to provide Aspen Digital with all that it deems necessary and/or useful in order to properly perform the assigned Work and deliveries. This includes:
   1. that employees of and the Client itself be available during the agreed time;
   2. that all documents and data deemed relevant by Aspen Digital will be made available for inspection;
   3. that all data and information deemed necessary or useful by Aspen Digital will be provided in good time;
   4. that, if requested, (office) facilities are available with appropriate facilities.
4.  If Aspen Digital needs to engage third parties with respect to the previous paragraph, including but not limited to an Accountant, Lawyer / Advocate or other advisor, the costs related to this will be borne by the Client, unless agreed otherwise in writing.
5. Client warrants that the information provided by it is correct, reliable and complete, without Aspen Digital being obliged to independently verify the same, as well as that it is authorised to provide the information to Aspen Digital. Client shall indemnify Aspen Digital against any claims by third parties in this regard.
6. For the performance of all its tasks arising from the Agreement, Aspen Digital is entitled to engage third parties.
7. If Aspen Digital engages third parties in the performance of an Assignment, this will be done as far as possible in consultation with the Client and with due care. Aspen Digital will not be liable for omissions, errors or shortcomings of these third parties. Aspen Digital is authorised to accept any limitations of liability of these third parties on behalf of the Client. Not only Aspen Digital, but also all persons engaged in the performance of any Order, including third parties, may invoke these General Terms and Conditions against the Client.
8. The Client is not permitted to transfer the rights and obligations associated with or arising from the Assignment given to Aspen Digital to third parties without Aspen Digital’s written consent.
9. Client shall indemnify Aspen Digital against all claims of third parties related to or arising from the Assignment given to Aspen Digital.
10. If by an act or omission, a third party causes damage to the Client, client of the Client, employee of the Client or other persons related to the execution of the Assignment, the third party itself will be liable to the Client, client, employee or other person.
11. Aspen Digital reserves the right, without notice of default or notification being required, to temporarily suspend or permanently discontinue the execution of the Order if there are reasonable grounds to do so.

Article 9 – Delivery

1. Aspen Digital is not obliged to deliver its services in parts.
2. Unless otherwise agreed, delivery will take place at the location where Aspen Digital conducts its business.
3. Client is obliged to cooperate fully in the delivery of services to be delivered by Aspen Digital under the Agreement.
4. Aspen Digital is not responsible for failure to receive postal items or to receive them on time.
5. A service or advice shall be deemed delivered:
   1. When Aspen Digital has notified the Client either in Writing or orally of the completion of the service or advice and the Client has approved the result of the service or advice;
   2. 4 (four) working days after Aspen Digital has notified the Client In Writing that the service or advice has been completed and the other party has failed to inspect the result of the service or advice within that period;
   3. Upon commissioning of the result of the service or advice by the Client, on the understanding that by the commissioning of a part, that part will be considered delivered.

Article 10 – Approval

1. The Client is obliged to carefully examine the proposals, visual material, texts or other works received from Aspen Digital, whether or not at its request, for errors and defects and to return these to Aspen Digital corrected or approved with due speed and/or according to (agreed) planning.
2. Approval of the works by the Client constitutes acknowledgement that Aspen Digital has correctly performed the Work preceding the works.
3. Aspen Digital will not be liable for deviations, errors and defects that remain unnoticed in the Works approved or corrected by the Client.
   If the Client has not responded in writing within 4 (four) working days after sending, the work or report in question will be considered correct and the Parties will be bound by it.
4. If the Client still wishes to make changes after approval of a work or report, additional costs will be charged by Aspen Digital. Before carrying out the additional work, a Quotation regarding the additional costs will first be provided to the Client. After acceptance of the Quotation by the Client, Aspen Digital will carry out the additional work.

Article 11 – Deviations

1. Deviations between, on the one hand, the delivered work and, on the other hand, the original design, drawing or model cannot constitute a reason for rejection, discount, dissolution of the agreement or compensation, if they are of minor importance.
2. Deviations which, taking all circumstances into account, do not reasonably have any or a minor influence on the useful value of the work, shall always be considered deviations of minor importance.

Article 12 – Premature termination of the (Term) Agreement

1. A (Term) Agreement concluded for a definite period cannot be terminated prematurely.
2. A fixed-term (Term) Agreement is not automatically extended after the period stated in the contract.
3. A (Term) Agreement not concluded for a definite period is concluded for an indefinite period of time and can only be terminated by giving notice by registered letter with due observance of a notice period of 6 (six) months.
4. If premature termination is undertaken by the Client on grounds of breach of contract, Aspen Digital is entitled to compensation on account of the resulting loss of capacity utilisation, using the average monthly invoice amount up to that point as a starting point. The Client is further obliged to indemnify Aspen Digital against claims by third parties as a result of the cancellation or premature termination of the (Duration) Agreement.
5. If the (Duration) Agreement is dissolved by Aspen Digital due to an attributable breach of the (Duration) Agreement by Client, Client shall, in addition to compensation, pay the fee and costs incurred in respect of the work performed up to that time. In this connection, conduct by the Client on the grounds of which Aspen Digital can no longer reasonably be required to complete the work commissioned will also be regarded as an attributable failure.
6. If the (Duration) Agreement is terminated prematurely, for whatever reason, the Client is not (or no longer) permitted to use the works made available to him and any licence granted to the Client in the context of the Order shall lapse.
7. Without prejudice to what is stated in these General Terms and Conditions, Aspen Digital reserves all rights to claim full performance of the (Duration) Agreement and/or full compensation.

Article 13 – Force Majeure

1. In these General Terms and Conditions, force majeure includes, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, which Aspen Digital cannot influence, but which prevent Aspen Digital from fulfilling its obligations. Force majeure includes in any case: strike, excessive absenteeism of staff, a (temporary) shortage of staff, fire, operational and technical disruptions within the office or at the external parties engaged by Aspen Digital, the failure, at our discretion, to have sufficient data from or the provision of incorrect data, or the lack of sufficient cooperation by Client.
2. The Client may in no case invoke force majeure in case of:
   1. inability to pay on the part of Principal or his Principal(s);
   2. amended laws and regulations as well as government regulations and court rulings insofar as these impede the Customer or damage occurs as a result thereof.
3. If Aspen Digital is unable to fulfil its obligations as a result of force majeure, each of the Parties will be entitled to terminate the Agreement in Writing after Aspen Digital has notified the force majeure in writing and if the period exceeds 90 (ninety) days.
4. In this case of force majeure, the Client is not entitled to any compensation.
5. In the event of force majeure, Aspen Digital retains the right to payment for any work already delivered.
6. If in the case of force majeure Customer terminates the Contract, Customer is obliged to pay a sum of money to Aspen Digital consisting of reasonable compensation for the costs incurred by Aspen Digital, incurred losses and lost profits.

Article 14 – Payment

1. Unless otherwise agreed in writing between the Client and Aspen Digital, payment of Aspen Digital’s invoices must be made within 14 (fourteen) days of the invoice date.
2. Aspen Digital may send its invoices by post or e-mail.
3. If the Customer disagrees with the amount of the invoice, the Customer must notify Aspen Digital In Writing within 7 (seven) days of the invoice date, after the expiry of this period the Customer will be deemed to have approved the invoice.
4. Objections to the amount of the invoice do not suspend the payment obligation.
5. Client cannot invoke any set-off or suspension.
6. For long-term or extensive Assignments, Aspen Digital may require payment in instalments.
7. Aspen Digital is entitled to suspend its obligation to surrender items in its possession for the Client in connection with the execution of the Order until the due and payable claims in respect of the Order have been paid.
8. At all times and regardless of the agreed payment conditions, the Customer is obliged at Aspen Digital’s first request to provide security for the payment of the amounts to be paid to Aspen Digital under the Contract. The security offered must be such that the claim with any related interest and costs is adequately covered and that Aspen Digital will be able to recover it without difficulty. Any security that subsequently becomes insufficient must be supplemented to an adequate security at Aspen Digital’s first request.
9. In the event of – well-founded fear of – non-fulfilment of the Contract, bankruptcy, suspension of payments or placement of the Client in receivership or cessation or liquidation of his company, the Client will be deemed to be in default by operation of law.
10. In cases as referred to in the previous paragraph, Aspen Digital will be entitled, without notice of default or judicial intervention, to declare the Contract or the unperformed part thereof to be dissolved or to suspend its execution, without prejudice to its right to claim damages from the Client. What the Customer owes on the basis of the Agreement is immediately due and payable.

Article 15 – Recovery

1. If the Client fails to pay within the payment period specified in these General Terms and Conditions, the Client will be in default by operation of law and Aspen Digital will be entitled, without any further demand or notice of default being required, to charge the Client statutory interest plus 3 (three) percent on the invoiced amount from the due date until the date of full payment, without prejudice to Aspen Digital’s other rights.
2. As additional security for payment of all that has become or will become due from the Client to Aspen Digital, by issuing the Order, the Client grants Aspen Digital a first right of pledge on trademarks, designs or other works to be filed by Aspen Digital for or on behalf of the Client. The Client’s acceptance of these General Terms and Conditions will provide evidence of the existence of this lien. In the event of default of payment by the Client, Aspen Digital will be entitled to register this right in the relevant registers at the expense of the Client. The lien will expire upon payment by the Client of all that the Client owes Aspen Digital. Aspen Digital will then revoke any registration of the lien at the expense of Client.
3. Any discounts granted or agreed automatically expire in case of default.
4. Als Opdrachtgever in gebreke is met de volledige betaling van een gefactureerd bedrag, heeft het enkele feit van niet tijdig betalen, onverminderd de overigens aan Aspen Digital toekomende rechten, onder meer tot gevolg dat alle overige bij Opdrachtgever openstaande vorderingen onmiddellijk opeisbaar worden.
5. Vanaf het moment dat Opdrachtgever zijn betalingsverplichtingen uit hoofde van de Overeenkomst niet (volledig) nakomt of anderszins in gebreke is, is het Opdrachtgever niet (langer) toegestaan de ter beschikking gestelde werken te gebruiken en komt elke in het kader van de Opdracht aan Opdrachtgever verstrekte licentie(s) te vervallen, tenzij de tekortkoming van Opdrachtgever in het licht van de gehele Opdracht van ondergeschikte betekenis is.
6. Onverminderd het in dit Artikel bepaalde is Aspen Digital gerechtigd om, zonder enige ingebrekestelling of rechterlijke tussenkomst, de uitvoering van de overeenkomst op te schorten en/of de overeenkomst geheel of gedeeltelijk voor ontbonden te verklaren en betaling van een onmiddellijke opeisbare boete te vorderen van 10 (tien) procent van de totaal door Opdrachtgever verschuldigde tegenprestatie.
7. All judicial and extrajudicial (collection) costs incurred by Aspen Digital as a result of the Client’s failure to fulfil its payment obligation will be borne by the Client. These costs amount to at least 15 (fifteen) per cent of the amount due with a minimum of € 150.00.
8. All costs reasonably incurred as a result of extrajudicial or out-of-court collection of the claim shall be borne by Principal.
   Payments made by the Client always serve firstly to settle all interest and costs due, secondly to settle due invoices that have been outstanding with Aspen Digital the longest.
9. In the event of partial payment, collection will continue until the principal plus costs and any interest have been paid.
10. In the case of a jointly awarded Assignment, all Clients are jointly and severally liable for payment of the invoice amount for the Work.

Article 16 – Taking out of use

1. Aspen Digital is entitled to (temporarily) take delivered services out of use and/or restrict their use if the Customer fails to comply with an obligation to Aspen Digital in connection with the Agreement or violates these General Terms and Conditions. Aspen Digital will notify the Customer in advance, unless this cannot reasonably be required of Aspen Digital. The obligation to pay the amounts due will continue to exist during the decommissioning.
2. Commissioning will be resumed if the Customer has fulfilled his obligations within a period set by Aspen Digital and has paid a re-commissioning fee of € 150.00 ex. VAT.
3. Aspen Digital will make access to the Client’s service and/or information impossible or remove the service and/or information as soon as a court or other competent authority so orders. This will not make Aspen Digital liable for damages to the Client.

Article 17 – Right of retention

1. Principal and Contractor explicitly agree that Contractor is authorised to suspend the issue of goods until Principal has complied with its obligation to pay outstanding invoices, including interest and costs due thereon, as well as its obligation to compensate Contractor for damage suffered in the context of the legal relationship in question, or has provided security for this, such as an irrevocable bank guarantee, which is deemed sufficient in banking practice.
2. The goods referred to in paragraph 1 include in any case, but not exclusively, books, documents, administrative data and other data (carriers) created in connection with the execution of the Assignment.

Article 18 – Right of Complaint

1. Any defects in the delivery of goods or complaints about Aspen Digital’s Work must be reported to Aspen Digital immediately after detection by the Customer. Furthermore, within 7 (seven) days after detection, the Customer must also notify Aspen Digital in writing of the defect or complaint, accurately stating the nature and reason for the defect or complaint and when and how it was detected.
2. If a timely complaint is made and if the complaints are correct in Aspen Digital’s opinion, Aspen Digital will remedy the shortcomings or defects within a reasonable period of time. However, the customer remains obliged to pay for the work carried out.
3. If the subsequent performance of the agreed Work is no longer possible or useful, Aspen Digital will only be liable within the limits of the provisions of Article 22.
4. Aspen Digital’s performance will in any case be considered satisfactory between the Parties if the Customer has not complained within the set time limit, put the delivered goods or part of the delivered goods into use, processed or treated them, delivered them to third parties, or has had them put into use, processed or treated or delivered them to third parties, unless the Customer has complained in time.

Article 19 – Ownership and retention of title

1. Both ownership and intellectual property of all goods and/or services delivered are and will at all times remain with Aspen Digital unless agreed otherwise In Writing. If agreed otherwise In Writing, ownership of the goods and/or services delivered does not pass until the payment due has been made in full. The risk in respect of the goods and/or services delivered commences upon delivery.
2. Damage to or loss of these goods and/or services caused by the Client, his subordinates or other persons employed by or on behalf of the Client must be compensated by the Client to Aspen Digital at cost price.
3. Client is not entitled to sell, pledge or encumber in any other way the goods and/or services covered by the retention of title.
4. If third parties seize the goods and/or services delivered subject to retention of title or wish to establish or enforce rights to them, the Client is obliged to inform Aspen Digital thereof in writing without delay;
5. Should Aspen Digital wish to exercise its ownership rights referred to in this article, Client hereby unconditionally and irrevocably authorises Aspen Digital or third parties to be designated by Aspen Digital to enter all those places where Aspen Digital’s property is located and to repossess these goods.
6. Client agrees to insure and keep insured the goods delivered under retention of title and goods belonging to Aspen Digital against damage, fire, explosion and water damage and against theft and to make the insurance policy available for inspection on first request.

Article 20 – Intellectual property

1. Unless otherwise agreed, all intellectual property rights arising from the Order including personality rights – including patent rights and copyright – will accrue to Aspen Digital or its licensors. Insofar as such a right can only be obtained by filing or registration, only Aspen Digital is authorised to do so.
2. Aspen Digital may add a watermark in all Audiovisual works designed by it and remove it when the Client has fully complied with its obligations under this Agreement.
3. Aspen Digital may at any time include its name with the design or on the title roll of the (audio) visual work. Aspen Digital is also entitled, where appropriate, to mention the names of other creators of the design and/or the (audio)visual work.
4. All goods produced by Aspen Digital such as texts, designs and tools, Information carriers, computer software, data files, photographic recordings and peripheral equipment are and remain the property of Aspen Digital, even if they are listed as a separate item in the Quotation or on the invoice. Aspen Digital is not obliged to hand over said goods to the Client. Aspen Digital is not obliged to keep said goods for the Client. If Aspen Digital and the Client agree that said goods will be kept by Aspen Digital, this will take place for a maximum period of 1 (one) year and without Aspen Digital guaranteeing the suitability for repeated use. The said goods may only be disclosed after Aspen Digital has obtained written and unambiguous permission.
5. The Client may never, without Aspen Digital’s written permission, modify, reproduce or otherwise infringe Aspen Digital’s intellectual property rights.
6. When the Client has fulfilled his obligations under this Agreement in full, he thereby acquires the exclusive right to full publication and reproduction of the (audio)visual work for the area of distribution in accordance with the destination agreed in the Assignment. If no specific destination has been agreed, the first use shall be deemed to be the agreed destination.
7. The Client will not be entitled to any use of any property subject to intellectual property rights as referred to in this article of Aspen Digital until full payment of all amounts due to Aspen Digital has been made. If a payment term has not yet expired, any use will automatically be deemed to take place under the resolutive condition that payment is made on time. If payment is not made on time, Aspen Digital will be entitled to stop all use, or have it stopped.
8. The price agreed between the Parties also includes the remuneration for the agreed use of the (audio)visual work with regard to the distribution area and the initial destination as laid down in the Agreement. In the event of any other use, reproduction, reuse or wider use of the (audio)visual work, whether in modified form or not, a further agreement must always be concluded between the Parties regarding this remuneration.
9. The Client shall not, without Aspen Digital’s written permission, use any proposals, designs or (audio)visual works presented to the Client by Aspen Digital, in whole or in part, in any way other than as agreed.
10. If Client fully complies with its obligations to Aspen Digital, Client shall acquire a non-exclusive and non-transferable right to use the goods and/or Services provided by Aspen Digital for the agreed purposes and for the agreed duration. In such use, the Client shall strictly abide by the conditions laid down in these General Terms and Conditions or otherwise imposed on the Client.
11. All intellectual property rights that can or will be exercised for the execution of the Assignment and the Consultancy – wherever and whenever – are vested in Aspen Digital These rights are transferred to Aspen Digital pursuant to these General Terms and Conditions at the time of their creation, which transfer is accepted by Aspen Digital now for then.
12. Insofar as a further deed is required for the transfer of the rights referred to in the previous paragraph of this article, the Client hereby irrevocably authorises Aspen Digital to draw up such deed and sign it on behalf of the Client, without prejudice to the obligation of the Client to cooperate in the transfer of these rights at Aspen Digital’s first request, without being able to impose conditions. Client also irrevocably authorises Aspen Digital to register the transfer of these intellectual (property) rights in the relevant registers.
13. The Client hereby waives towards Aspen Digital any so-called personality rights accruing to the Client as referred to in the Copyright Act to the extent that the applicable regulations permit such a waiver. The Client, having been authorized to do so, also on behalf of the Client’s staff involved, waives to Aspen Digital any personality rights accruing to these staff members, to the extent that the applicable regulations permit such a waiver.
14. The Client indemnifies Aspen Digital against all damage and/or costs that may arise from violation of the obligations referred to in this Article.
15. If the Client violates his obligations under this confidentiality provision, he will forfeit to Aspen Digital, without any notice of default being required, a fine of € 10,000.00 for each violation, as well as a fine of € 1,000.00 for each day that the violation continues, without prejudice to Aspen Digital’s right to instead claim full compensation plus costs and interest to the extent that the actual damage suffered exceeds the agreed amount. exceeds the fine.

Article 21 – Confidentiality

1. The parties undertake to maintain confidentiality regarding all confidential information they receive about the other party’s company. The Client is aware that the software, equipment and other materials made available may contain confidential information and trade secrets of Aspen Digital or third parties engaged by it or its licensors. The Client undertakes to keep this software, equipment and materials secret, not to disclose them to third parties or to make them available for use and to use them only for the purpose for which they were made available to him. The Parties also impose this obligation on their employees as well as on third parties engaged by them to implement the agreement between the Parties.
2. Information is considered confidential, unless information has been designated as non-confidential by one of the Parties and/or was already public in some way before one of the Parties made the information public.
3. Aspen Digital may use the Client’s name in its statements to third parties, unless the Client indicates in Writing that it does not wish this.

Article 22 – Liability

1. Aspen Digital is only liable for non-execution, incorrect or partially incorrect execution of the Order if and insofar as this is the direct result of intent or gross negligence on the part of Aspen Digital.
2. In the event of liability, Aspen Digital is only liable for direct damage. Aspen Digital is expressly not liable for consequential damage, indirect damage, loss of profit or turnover, damage due to business stagnation, fines and compensation owed to third parties, reduced goodwill or damage caused by assistants and/or third parties that Aspen Digital has engaged in the execution of the Agreement, or for the improper functioning of equipment, software, databases, registers or other goods used by Aspen Digital or third parties in the execution of the Assignment, no exceptions.
3. Aspen Digital is not liable for damage resulting from the inaccessibility of a website hosted by Aspen Digital, or a third party engaged by Aspen Digital, insofar as the inaccessibility is caused by external factors that are outside the sphere of influence and responsibility of Aspen Digital, such as interruption of the internet and/or power supply and defects in the performance of equipment and/or services provided by third parties. Aspen Digital is also not liable if third parties gain unauthorized access, without payment or otherwise, whether or not with malicious intentions, to the website or environment of the Client hosted by Aspen Digital, or a third party engaged by Aspen Digital, provided that Aspen Digital takes the care that can reasonably be expected in this regard to the security of the systems used by Aspen Digital. The Client is deemed to be aware of the fact that the accessibility of the goods and/or Services supplied by Aspen Digital via the Internet and/or via the airwaves entails a risk that cannot be prevented with the aforementioned security.
4. If liability arises for Aspen Digital at any time for damage suffered by the Client due to an attributable shortcoming in the fulfillment of the obligations under this Agreement by Aspen Digital, this liability is in all cases up to the amount that will be paid out under Aspen Digital’s business liability insurance in the relevant case.
5. If the insurer does not pay out Aspen Digital, Aspen Digital’s liability is limited to a maximum of one time the amount invoiced for the service from which the damage resulted, at least for that part of the order to which the liability relates and with the exception of costs incurred by third parties, of that specific part of the Agreement to which the liability relates. For Assignments that have a lead time longer than three months, the liability referred to in this paragraph is limited to a maximum of the invoice amount excluding VAT for the last three months.
6. Damage for which Aspen Digital is liable under the previous paragraph is only eligible for compensation if the Client has notified Aspen Digital of this in Writing within 7 (seven) days after it occurred, unless the Client can demonstrate that it could not reasonably have reported this damage earlier.
7. Aspen Digital is not liable for damage of any nature whatsoever caused by Aspen Digital relying on incorrect or incomplete data or information provided by or on behalf of the Client.
8. Aspen Digital is not liable for defects in quotes from suppliers or for exceeding quotes from suppliers.
9. Aspen Digital is not liable for errors in the design or text/data if the Client has given approval or has been given the opportunity to carry out a check and has indicated that it has no need for such a check.
10. Aspen Digital is not liable for damage of any nature that arises because or after the Client has put the manufactured goods into use, limited or processed them after delivery, delivered them to third parties, or had them put into use, edited or processed or delivered to third parties.
11. Aspen Digital is not liable for errors in the design or text/data if the Client has failed to create or have executed a certain model, prototype or test, and these errors would have been observable in such a model, prototype or test.
12. Any liability expires after 1 (one) year from the moment the assignment is completed.
13. Aspen Digital is never liable in the event of force majeure as determined in Article 13 of these General Terms and Conditions.
14. Any limited liability arrangement included in the Agreement or these General Terms and Conditions does not apply:
    1. if there is intent or deliberate recklessness on the part of the Client or the (managerial) staff engaged by the Client; or
    2. in the event of violation of intellectual property rights as referred to in Article 20 of this Agreement.

Article 23 – Death of the Client

In the event of the death of the Client, his rights and obligations will be transferred to his successors under universal title.

Article 24 – Attribution and social media code

1. Aspen Digital is entitled to have its name mentioned or removed from or with the work. The Client is not permitted to publish or reproduce the name or work of Aspen Digital in any form without prior Written permission.
2. If Aspen Digital deems this necessary, the Client will provide the work to be made public and/or reproduced with the copyright symbol with the name of Aspen Digital and the year of first publication.
3. Aspen Digital may mention the names of its Clients on its website, unless this is deviated from in Writing or the Client objects to this in principle.
4. Aspen Digital will, without prejudice to what has been agreed regarding the rights, be entitled to use its design for its own promotion and/or publicity in the broadest sense of the word. It will only require permission from the Client if the Client has not (yet) used the design, which permission will not be refused on unreasonable grounds.
5. If the Client makes a statement about Aspen Digital in or on a publication, website, social media or other media, the Client must adhere to the following guidelines of Aspen Digital:
   1. Transparency; The Client must clearly state in his statement whether he is publishing in a personal or professional capacity;
   2. Respect; if the Client publishes on behalf of or about Aspen Digital, he must have obtained express prior Written permission from Aspen Digital;
   3. Responsible; The Client must ensure responsible use of the Information Carrier, for example, it must not make excessive use of tracking software, adware, malware or spyware;
   4. Professional; The Client acts with the awareness that its role as Client is retained;
   5. Security; if in doubt, the Client must consult Aspen Digital;
   6. Conscience; The Client must be aware that expressions will remain findable indefinitely and by a large audience.

Article 25 – Communication via email and social media

1. The Client agrees that, in the context of the execution of the Assignment, communication will also take place by e-mail and social media.
2. The Client is aware that, due to the limited protection of data via the internet, the confidentiality of information sent via e-mail cannot be guaranteed.

Article 26 – Acknowledgment of General Terms and Conditions

1. These General Terms and Conditions apply from the ninth of July two thousand and eighteen (09/07/2018) and are available for inspection at the offices of Aspen Digital.
2. These General Terms and Conditions will be sent to the Client with the Quotation and/or made available to the Client, or – if this is not reasonably possible – sent to the Client free of charge at the Client’s first request.
3. These General Terms and Conditions can also be viewed on the Aspen Digital website; www.aspendigital.nl/algemene-voorwaarden/.

Article 27 – Choice of law

1. Dutch law applies to the legal relationship between Aspen Digital and the Client.
2. In the event of a dispute, this dispute will be submitted to the competent court in the Midden Nederland region of Gooi en Vechtstreek, unless mandatory rules of competence prevent this.