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All our deliveries are subject to our General Terms and Conditions.
Article 1. Applicability
1.1 These General Terms and Conditions apply to and form an integral part of all Toddlr orders, quotations, offers, agreements and commitments, regardless of their name, unless Toddlr expressly deviates from these Terms and Conditions in writing.
1.2 The following definitions apply to Toddlr (www.bytoddlr.com), located at Groeninxstraat 9c, 3039 TC, Rotterdam, wich is operated by NLMP Ventures VOF.
Principal: any other party, legal entity or natural person, or a number of jointly acting persons, legal or otherwise, who enters into an Agreement with Toddlr, or requests Toddlr to perform work or provide services.
Agreement: every agreement between Toddlr and the Customer, any amendment or supplement thereto, as well as all (legal) acts in preparation for and implementation of that agreement.
1.3 Deviation from these terms and conditions is only possible in writing if signed by the management of Toddlr. If the court declares one or more provisions inapplicable or invalid, for whatever reason, these terms and conditions will remain in force in all other respects.
1.4 General terms and conditions of the Client are expressly rejected, unless these terms and conditions have been accepted in writing by Toddlr.
1.5 These terms and conditions also apply to all agreements with Toddlr, for the implementation of which third parties must be engaged.
Article 2. Offers and Quotations
2.1 All offers, including quotations, information in any attached annexes, prices and other conditions, are without engagement, unless the offer indicates a period for acceptance. They are valid for 30 days, unless otherwise indicated. Toddlr is only bound by the offers if the acceptance thereof is confirmed in writing by the other party within 30 days, unless otherwise indicated.
2.2 The prices in the mentioned offers and quotations are exclusive of VAT and any costs to be incurred in the context of the Agreement, unless otherwise indicated.
2.3 A composite quotation does not oblige Toddlr to carry out part of the assignment at a corresponding part of the quoted price.
Article 3. Conclusion of Agreements
3.1 Agreements are established in writing and when Toddlr carries out the quoted work.
3.2 The Agreement replaces and cancels all previous proposals, correspondence, agreements or other communications, whether written or oral.
3.3 The prices in the mentioned offers and quotations are exclusive of VAT and any costs to be incurred in the context of the Agreement, unless otherwise indicated.
3.4 The content of presentations, printed matter, websites, etc. is not binding on Toddlr, unless explicitly referred to in the Agreement.
3.5 Toddlr reserves the right, without giving reasons, not to accept Agreements or to accept them only on the condition that the Client confirms the Agreement in writing in.
Article 4. Execution of the Agreement
4.1 Toddlr shall represent the interests of the Client within the boundaries of the Agreement and subject to applicable laws and regulations. Toddlr will execute the Agreement to the best of its knowledge and ability, according to the procedures agreed with the Client. Unless otherwise agreed in writing, Toddlr is free to perform and shape the work as it sees fit. The intended work is expressly subject to a best efforts obligation on the part of Toddlr.
4.2 Toddlr shall determine how and by whom the granted assignment or the Agreement shall be performed, while observing the requirements made known by the Client as much as possible. If and insofar as the proper execution of the Agreement allows, Toddlr has the right to have (parts of) the agreed work performed by third parties.
4.3 The Client shall ensure that all information which Toddlr indicates is necessary, or which the Client should reasonably understand is necessary for the execution of the Agreement, is provided to Toddlr correctly and in a timely manner.
4.4 Toddlr is not liable for damages of any kind arising from the fact that Toddlr relied on incorrect and/or incomplete information provided by the Client, unless this incorrectness or incompleteness should have been known by Toddlr.
4.5 The Client shall not give similar assignments to another agency, unless Toddlr has agreed to this in writing.
Article 5. Amendments to the Agreement
5.1 Any amendments and additions to the Agreement are valid only if confirmed in writing by Toddlr or if given effect by Toddlr. If the changes are made verbally, the risk is borne by the Client.
5.2 If the parties agree that the Agreement will be amended or supplemented, this may affect the time of completion of the execution.
5.3 If a fixed fee has been agreed, Toddlr will indicate to what extent the amendment or supplement to the Agreement will result in an increase of this fee.
Article 6. Fee (Rates)
6.1 All rates are exclusive of VAT, advertising costs and costs of tools that may need to be purchased in order to perform work according to the Agreement.
6. 2, The parties can agree a fixed fee or price per service rendered. If the Client reduces the scope of the assignment in the interim, the provisions of Article 7 shall apply.
6.3 The parties may make part of the fee dependent on a specific result to be achieved, if they agree to this in writing.
Article 7. Contract term, termination, term of execution
7.1 The Agreement is entered into for an indefinite period, unless otherwise agreed.
7.2 Both parties may terminate the Agreement in writing, subject to a notice period of one month, unless otherwise agreed.
7.3 If a term has been agreed within the term of the Agreement for performing certain activities, this shall never be a deadline, and the Agreement may not be terminated on the grounds of failure to meet the deadline. If the deadline is exceeded, the Client should therefore give Toddlr first written notice of default.
Article 8. Suspension and dissolution
8.1 If Principal wishes to terminate the Agreement in whole or in part, this must be done in writing by registered letter or e-mail.
Article 9. Liability
9.1 If Toddlr is liable, this liability will be limited to the provisions of this clause.
9.2 Toddlr will be liable for failures in the execution of the agreed contract, insofar as these are the result of Toddlr's failure to exercise the care, expertise and professionalism which may be relied upon in the execution of these activities in the context of the relevant contract.
9.3 In the unlikely event that Toddlr is held liable, such liability shall at all times be limited to a maximum of the amount to be paid by Toddlr's insurer in the case concerned.
9.4 In the unlikely event that the insurer does not pay out and Toddlr is held liable, liability will be limited to the direct damage suffered up to a maximum of the agreed fee for the Agreement, or at least that part of the assignment to which the liability relates. In the case of an assignment with a duration of more than six months, the liability shall be further limited to the part of the fee payable for the last three months. At all times, the liability shall never exceed €1,000 (in words: thousand euros).
9.5 Toddlr is not liable for:
• The execution of the work that has been assigned to third parties or of which the result depends on third parties.
• Any damage, of whatever nature, due to Toddlr having assumed incorrect and/or incomplete details provided by the client, unless such incorrectness or incompleteness should have been apparent to Toddlr;
• for indirect damage, including consequential damage, loss of profit, brand or image damage, lost savings, damage due to business interruption, damage resulting from the provision of insufficient cooperation and/or information by the client, damage due to non-binding information or advice provided by Toddlr, the content of which does not explicitly form part of the Agreement and all damage that does not fall under direct damage within the meaning of these General Terms and Conditions;
• for errors in the material made available by the client or for misunderstandings or errors in the execution of the Agreement if these have their origin or cause in actions of the client, such as the late or non-delivery of complete, sound and clear data/materials.
• for errors, if the client has previously granted approval or has been given the opportunity to perform a check and has indicated that it has no need for such a check.
9.6 Any claims by the client in this sense must be submitted within three months of discovery of the damage and never later than three months after completion of the assignment, failing which the client shall have forfeited his rights.
9.7 The Client indemnifies Toddlr against all damages and legal actions of third parties.
Article 10. Confidentiality
10.1 The Client, its employees and third parties engaged by Toddlr are obliged to maintain the confidentiality of all confidential information that they receive from Toddlr or from another source Information is considered to be confidential if the other party has indicated this or if this follows from the nature of the information.
10.2 If, on the basis of a legal provision or a court judgment, Toddlr is required to provide confidential information to third parties designated by law or the competent court, and Toddlr cannot claim a legal right to refuse to provide information, acknowledged or permitted by the competent court, Toddlr will not be required to pay damages or compensation, and the Client will not be entitled to terminate the Agreement on the basis of any damage resulting from this.
Article 11. Intellectual Property
11.1 Notwithstanding the other provisions of these General Terms and Conditions, Toddlr reserves the rights and powers vested in Toddlr under the Copyright Act or other intellectual property rights.
11.2 The Client is not entitled to modify the products produced under the Agreement without the prior written permission of Toddlr.
11.3 If and insofar as materials are made available by the Client to Toddlr in connection with the implementation of an Agreement, the Client warrants that they are not subject to (intellectual) property rights or other rights of third parties, or that the Client has obtained permission from the copyright owners for the use of these materials etc. by Toddlr. The Client also guarantees that the use of these materials, etc. will not infringe any (legal) regulations, rules and/or guidelines.
11.4 The intellectual property rights to the works that Toddlr develops for the Client under the Agreement are vested in Toddlr. In order to obtain and maintain its legal position, Toddlr is entitled to establish (related) intellectual property rights.
11.5 If and to the extent that the Client complies with all of his contractual obligations, Toddlr grants the Client an exclusive license to use the approved results of the Assignment in accordance with the agreements on purpose of use, period, area and media as stated in the Agreement. If the Parties have not agreed anything further in this regard, the license shall be limited to the first use of the work envisaged by the Parties.
11.6 The Parties may at any time make further arrangements regarding any (partial) transfer of the intellectual property rights to the works created by Toddlr for the Client. This shall include, where applicable, the source codes of software and websites developed by Toddlr or by third parties engaged by Toddlr.
11.7 If the Client acts in breach of his contractual obligations, Toddlr shall be entitled to temporarily suspend or terminate the exclusive license to use the work as described in Article 11.5.
11.8 Even after any transfer of the rights as described in Article 14.5, Toddlr remains entitled (subject to the rights of third parties) to use the result of the Agreement for submission to prize festivals, curricular, museum and editorial purposes, (non-) commercial internal use and (historical) promotion of Toddlr itself, for example in office presentations, on the website and social media of Toddlr or other online channels such as YouTube, unless otherwise agreed in writing. Toddlr's entitlement also applies to Client itself and to others who have made a substantial creative or technical contribution.
11.9 Toddlr shall be entitled, from the inception of the Agreement, but also after its termination, to use the existence of the relationship with the Client, its name and logo to promote Toddlr
itself in agency presentations, on Toddlr‘s website and social media or other online channels such as YouTube, unless otherwise agreed in writing.
11.10 All products and documents supplied by Toddlr, in the broadest sense of the word, are intended solely for the use of the Client and may not be reproduced, disclosed, or brought to the attention of third parties by the Client without the prior permission of Toddlr, unless the nature of the documents provided or the law dictates otherwise.
11.11 Toddlr reserves the right to use the increased knowledge resulting from the implementation of the work for other purposes, provided that no confidential information is disclosed to third parties.
Article 12. Expiry Date
12.1 All rights of action and other powers of the Client vis-à-vis Toddlr, on any grounds whatsoever, shall in any event expire after one year from the moment when a fact occurs that allows the Client to invoke these rights and/or powers vis-à-vis Toddlr.
Article 13. Applicable Law
13.1 All agreements, regardless of their name, are exclusively governed by Dutch law and the Dutch courts have exclusive jurisdiction to hear any disputes.
