TERMS AND CONDITIONS MAYSTER B.V.
1. Definitions
In these terms and conditions, the following definitions apply:
- Mayster: Mayster B.V., established at De Limiet 3R, 4131 NR Vianen, registered with the Dutch Chamber of Commerce under number 66633397;
- Client: any natural or legal person who enters into an agreement with Mayster or to whom Mayster makes an offer;
- Agreement: the agreement between Mayster and the Client regarding the performance and delivery of services and/or goods, including the order confirmations sent by Mayster to Client(s);
- Final Product: the result delivered (or to be delivered) by Mayster to the Client, as described in the Agreement or Order;
- Mayster and the Client are hereinafter also referred to individually as a Party and jointly as the Parties.
2. Applicability
2.1 These general terms and conditions apply to all offers, quotations, assignments, and agreements between Mayster and the Client.
2.2 Deviations are valid only if agreed in writing and/or confirmed by Mayster.
2.3 If any provision of these terms and conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
2.4 Mayster may amend these terms and conditions in whole or in part. Amended terms will be communicated in writing to the Client and will take effect as specified in the notification.
3. Offers and Agreements
3.1 All offers and quotations by Mayster are non-binding and valid for 30 days after the date of issue.
3.2 An Agreement is only concluded after written confirmation by Mayster.
3.3 In the event of cancellation by the Client before the start of execution, the following charges apply:
Cancellation fee
- <10 working days before start of recording = 30% of total quotation (excl. cancellation/rescheduling costs for external suppliers).
- <5 working days before recording = 50% of total quotation (excl. cancellation/rescheduling costs for external suppliers).
- <2 working days before recording = 70% of total quotation (excl. cancellation/rescheduling costs for external suppliers).
Rescheduling fee
- <10 working days before start of recording = 20% of total quotation (excl. cancellation/rescheduling costs for external suppliers).
- <5 working days before recording = 35% of total quotation (excl. cancellation/rescheduling costs for external suppliers).
- <2 working days before recording = 55% of total quotation (excl. cancellation/rescheduling costs for external suppliers).
4. Execution of the Agreement
4.1 Mayster will endeavor to perform the Agreement carefully and with due regard to the Client's interests, aiming to achieve the Final Product as described.
The Client shall timely provide all information, materials, and cooperation reasonably necessary or desirable for the correct and timely performance of the Agreement, including the delivery of complete, clear, and usable data.
If agreed, Mayster will keep the Client informed on the progress.
4.2 Unless otherwise agreed, delivery terms provided by Mayster are indicative only and never binding.
4.3 Complaints about the Final Product must be submitted in writing within 10 working days after delivery; otherwise, the Final Product is deemed to be accepted.
5. Engagement of Third Parties
5.1 Mayster is entitled to engage third parties for the performance of (parts of) the Agreement.
5.2 If any differing general or special terms and conditions apply in the legal relationship between Mayster and a third party engaged by Mayster, such terms and conditions shall likewise apply to the legal relationship between the Client and Mayster.
6. Intellectual Property Rights
6.1 All intellectual property rights to the Final Product and related works, designs, and materials developed under the Agreement by Mayster remain the exclusive property of Mayster, unless otherwise agreed.
6.2 The Client only obtains a non-exclusive, non-transferable license to use the Final Product within the agreed scope or context, as described in the Agreement.
6.3 Use of the Final Product outside the agreed scope requires prior written consent from Mayster.
6.4 Mayster may use the Final Product and related materials for its own promotional purposes.
6.5 The Client indemnifies Mayster against third-party claims relating to intellectual property rights concerning the Final Product.
6.6 The raw data created in the context of the Agreement, that is, unedited photographic, video, and other visual material, shall be retained by Mayster for a period of three years.
7. Invoices and Payment
7.1 All prices are exclusive of VAT and other taxes.
7.2 Billing and payment occur as specified in the Agreement. If unspecified, payment is due as follows:
- 25% at the start of the project or commencement of the work,
- 50% before the start of the production,
- 25% after delivery of the Final Product.
7.3 All invoices are subject to a payment term of 30 days, unless otherwise agreed.
7.4 If the Client fails to make timely payment of Mayster's invoices, the Client shall be in default by operation of law and shall owe statutory commercial interest (pursuant to Article 6:119a of the Dutch Civil Code) on the outstanding amounts. Furthermore, all reasonable extrajudicial collection costs shall be borne by the Client, in accordance with the Dutch Collection Costs Act (WIK).
7.5 Mayster shall be entitled, in the event of non-payment or untimely payment by the Client, to suspend its activities and/or to block access to the services it has provided.
7.6 Objections to an invoice or to the Final Product shall not suspend or release the Client from its payment obligations.
7.7 If, due to circumstances beyond Mayster's control (for example, technical malfunctions of pre-production vehicles, client items not delivered on time, or items that fail to function properly), additional working hours are required, Mayster shall be entitled to charge an additional fee of 10% of the production budget and 10% of the location rental fee per additional hour worked in connection with the relevant production.
8. Liability
8.1 If it is established that Mayster has committed a serious attributable breach of its obligations, Mayster shall only be liable for direct damages, and only up to the amount paid out by its insurer in the relevant case. The compensation payable by Mayster shall not exceed the invoice value of the part of the Agreement to which the breach relates. In all cases, Mayster's liability shall be limited to a maximum amount of €250,000 (in words: two hundred and fifty thousand euros).
8.2 Mayster is not liable for indirect damages (e.g., consequential loss or data loss).
8.3 Claims by the Client under Article 8.1 shall expire three months after delivery of the Final Product.
8.4 The Client is responsible for adequate insurance for vehicles and other materials made available unless otherwise agreed.
9. Force Majeure
9.1 Mayster shall not be obliged to perform the Agreement in the event of force majeure. In such a case, Mayster shall be entitled to suspend the performance of its obligations under the Agreement.
9.2 Force majeure shall include all events that render the performance of the Agreement impossible, whether temporarily or permanently, and which could not reasonably have been foreseen or prevented at the time of entering into the Agreement, including but not limited to natural disasters, epidemics and pandemics, war or armed conflict, governmental actions, strikes, transport difficulties, illness of employees and/or third parties, unforeseen technical failures, adverse weather conditions, and failure or default of suppliers.
9.3 In case of prolonged force majeure, either Party may terminate the Agreement without liability.
10. Termination and Dissolution
10.1 The Client may terminate the Agreement prematurely only in writing and stating the reasons. In the event of early termination, the Client shall be obliged to compensate Mayster for the work already performed and the costs incurred, plus a surcharge of at least 15%.
10.2 In the event that the Client fails to properly fulfil its obligations, Mayster shall be entitled to dissolve the Agreement, in whole or in part, and to claim compensation for any losses incurred as a result.
10.3 In the event of bankruptcy or suspension of payments of either Party, the other Party may immediately terminate the Agreement without liability.
10.4 In the event of early termination, all rights of use granted in respect of the delivered work and/or the Final Product shall expire.
11. Confidentiality
11.1 Parties shall treat all confidential information exchanged under the Agreement as strictly confidential.
11.2 This obligation also applies to employees and third parties engaged by either Party.
12. Governing Law and Disputes
12.1 All Agreements between Mayster and the Client are governed exclusively by Dutch law.
12.2 Disputes shall be submitted exclusively to the competent court of the District Court of Midden-Nederland.