Terms and Conditions

Article 1: Applicability of Terms and Conditions
These terms and conditions are applicable to every offer, quotation, agreement and/or contractual legal
relationship between “Contractor” and “Client”, excluding any general or other terms and conditions of
the Client. Deviation from these terms and conditions is only allowed with explicit consent and written
agreement between both parties.

The present terms and conditions are also applicable to proceedings by the Contractor, in the context of
the contract, engaging third parties. These terms and conditions are also what the Contractor’s employees
are submitted to.

1.1 The Client is defined as: the party providing the contract for the proceeding activities.
1.2 The Contractor is defined as: W.Green, Established in Amsterdam at Derde Oosterparkstraat 46,
1091 JZ.
1.3 The contractual legal relationship is defined as: everything that W.Green makes/undertakes c.q.
has to make/undertake, for the purpose of the client within the framework of the contract provided to
W.Green.
1.4 The contract is defined as: the agreement to the contract on grounds of article 7:400 of the Dutch
Code of Civil Procedure wherein the Contractor, in a supplemental way from the employment contract,
commits itself to the Client and whereby the Contractor performs the agreed upon activities for the Client.

Article 2: Quotation, offers and agreement
2.1 Quotations and offers are non-committal and will be valid for two months. Quotation estimations
can undergo adjustments due to unforeseen changes in proceeding activities. Estimates are excluding VAT
and other levies by the government, possible within the framework of the agreement costs to be made,
including travel-, accommodation-, shipping- and administrative costs, unless indicated otherwise. Rates
agreed upon here are not automatically applicable to future contracts.
2.2 Contracts are to be confirmed in writing by the client. In the case that the Client neglects to do so,
but nonetheless agrees with W.Green about starting the execution of the contract activities, then the
quotation will be upheld as agreement. Further verbal agreements and stipulations are binding W.Green
after W.Green has provided written confirmation.
2.3 Every agreement for the execution of activities by W.Green with the Client incur for a specified
period of time, unless parties have mutually agreed otherwise.
2.4 With every agreement without a specified period of time, parties will discuss a notice period for
termination of the agreement. There must be a notice period of at least 2 months for termination of
agreement.

Article 3: Execution of the agreement
W.Green shall endeavor as meticulous and independent execution of the contract as possible, look after
the interests of the Client and striving to realize a viable result for the Client. W.Green shall keep the
Client up to date to the extent necessary for progression of activities.

3.1 The Client is held accountable to do that which can be reasonably necessary and/or desirable for
W.Green to enable timely and proper delivery. Timely and proper delivery means: the timely (getting)
delivery of full, adequate and clear information on materials (input). When the Client delivers the
necessary information and details too late (e.g. delivery of the necessary input after the deadline that was
set), the Contractor has the right to suspend and/or delay execution.

3.2 In the case W.Green does not receive timely, full, adequate and clear input from the Client, and
the adjusted input be or briefing is compelled to be performed by execution of additional activities, these
activities need to be rewarded separately, based on the rates applied by W.Green.

3.3 The terms by which W.Green upholds for the completion of the contract/assignment is an
approximation and never a definitive term, unless from the nature and/or content of the agreement
indicates otherwise. By the exceeding of a term the Client has to give the Contractor a written notice of
default and offer a reasonable term for still completing the given agreement.

3.4 Contractor has the right to let certain activities be performed by third parties. The applicability of
article 7:404, 7:407 section2 and 7:409 Dutch Code of Civil Procedure are explicitly excluded.

3.5 Unless agreed otherwise the execution of analyses/tests, the application for licenses and the
assessment of instructions by the Client do or do not meet lawful quality standards, W. Green is not to be
held responsible.

3.6 Before being sent to production, the collective approval of multiplication and publication parties
needs to be performed through the inspection of the latest versions (be it models, prototypes, testing, of
the subject).

Article 4: Rights to intellectual property and copyrights
4.1 Unless otherwise agreed in writing, all rights of intellectual property (including patents, design
rights and copyrights) resulting from the assignment belong to W.Green, as far as such rights are able to
be obtained through filing or registration, only W.Green is authorized to do so. Delivery within the
framework of the agreement by the Contractor will remain property of the Contractor until the Client has
duly met all commitments of the agreement(s) with the Contractor.

4.2 Upon inspection by W.Green production resulting from the Client, him/herself has to the right to
inquire whether there are possible conflicts with the rights of others. Upon the discovery of conflict with
the rights of others, W.Green must alter the result at the expense of the Client.

4.3 Unless the work is not suitable for that purpose, W.Green is at all times authorized to use her
name on all materials. The Client is not allowed to publish or duplicate the works without mentioning the
name of W.Green without prior authorization.

4.4 Unless otherwise agreed in writing, within the framework of the assignment by W.Green
contrived, designed and executed (working) drawings, illustrations, materials or (electronic) files, will
remain property of W.Green, regardless whether or not these have been handed over the Client or third
parties.

4.5 Unless otherwise agreed in writing, after completion of the assignment neither the Client nor
W.Green hold retention obligations with regards to the used materials. For the obligation of retention
W.Green can determine compensation in accordance with reasonableness and fairness.

Article 5: Use en license
When the Client fully meets all his obligations resulting from the agreement with W.Green, he is granted
exclusive license to the use of the design for as far as the right of publication and multiplication in
accordance with the in the contract is agreed upon destination.

5.1 If no agreements have been made about the destination, then the licensing is limited to the use of
the design, wherefore on the moment of departure of the assignment established intentions existed. These
intentions are to be made demonstrably known before concluding the contract with W.Green.

5.2 The client is not authorized to use the design in broader sense or (let it be) used in a different
manner than agreed upon, without written consent of W.Green. If no additional agreement has been made
on broader and additional use, in the event that adjustments, disfiguration or deterioration of the
provisional or definitive design occur, W.Green has the right to a compensation due to breach of her rights
in the amount of at least three times the agreed upon honorarium, or at least a compensation within
reasonable fairness in relation to the committed breach, undiminished by the right of W.Green to demand
a compensation for the actual damages suffered.
5.3 The Client is not authorized for continued use the results made available, and any results under the
framework of the assignment to the Client granted licenses are voided when:
a) The Client does not (fully) fulfill his (payment) obligations by virtue of the agreement
or in any other way defaults, unless the failure of the Client is of subordinate
significance to the assignment;
b) In the event that the assignment, for whatever reason, is ended prematurely, unless the
consequences thereof are in conflict with reasonability and fairness.
5.4 W.Green has in compliance within the interest of the Client, the liberty to use the design for her
own publicity or promotion.
5.5 Unless otherwise agreed upon in writing, W.Green has the right to name Clients, project and
produced works in brochures, mailings and other advertising materials online and offline for the benefit of
W.Green.

Article 6: Honoraria, expenses and declarations
The honoraria en declarations of W.Green are based on hourly rates that have been made known to the
Client, or on a mutually agreed upon (month or project) fee, unless another way of compensation is agreed
upon. W.Green is authorized to adjust her rates through indexation of 4% based on inflation, no more than
once a year.

6.1 Increases as indicated in the last paragraph are to be calculated after discussion and being made
clear to the client in writing. In the event that there is a preliminary agreement on working with estimate(s)
based on hourly rates, W.Green commits itself to take this estimate into account, undiminished however
by article 6.1. a set relevant office expenses or costs of third parties. Deviation in case of such an estimate
is only allowed in relation to the above mentioned indexation, or in the event of intermediate adjustments
to the assignment by the Client. All calculated and estimated honoraria and retainer fees are excluding
VAT.
a) Aside from content article 6.1 meant honoraria and declarations W.Green can charge
office expenses as well as costs of third parties that W.Green approaches with regard
to execution within the framework of her given assignment, to the Client.
Office expenses are understood among other things (not to be limited to) telephone-,
fax-, postage-. photocopy-, clipping-, travel- and accommodation costs and expenses.
Under costs of third parties are understood among other things (not to be limited to)
all billed office expenses and purchasing costs and honoraria of third parties.
Deviating from the content in article 6.1 provisions on the hourly rates used in the
estimate, office expenses and third party costs are to be charged to the Client if they
exceed the amount stated in the estimate. All agreed upon estimated amounts are
excluding VAT.
b) Undiminished by the content of article 6.1: W.Green has to inform the Client in a
timely and reasonable manner in the event that the approved estimate is exceeded by
W.Green (and this can be foreseen).
c) W.Green is entitled to demand an advance payment on her honorarium, retainer fees
and recharged costs of third parties from the Client. The height of the amount will be
mutually agreed upon.
6.2 W.Green will declare monthly the owed honorarium/retainer fee, office expenses and costs of
third parties of the past month, unless otherwise agreed upon with the Client. By mutual agreement the
paid advance can diminish these charges.
6.3 Declarations are to be met within 14 days after the invoice date. By failing to pay that which is
owed in time, the Client is legally in default.
6.4 Unless agreed upon otherwise in writing, the Client will make the owed payments to W.Green
without discount or clearance. The Client is not authorized to suspend payment of already performed
activities.
6.5 When the payment is not timely in the account of W.Green, W.Green has the right to suspend her
activities, where the payment obligations remain applicable.
6.6 In the event that the Client defaults his payments of any amount, he owes W.Green interest for late
payment on the amount owed.
a) This interest on late payment is equal to the trade interest ex article 6:119a Dutch
Code of Civil Procedure.
b) In case the Client is a natural person (e.g. a human being, naturally born), then the
interest on late payment is equal to lawful interest ex article 6:119a Dutch Code of
Civil Procedure.
c) If the Client is defaulting one or more of his obligations, then the costs for obtaining
of extrajudicial settlement are charged to the Client. These extrajudicial collection
expenses are to be fixed at 15% of the unpaid amount, with a minimum of € 50, -.
6.7 All expenses made by W.Green, such as litigation costs and extrajudicial and judicial expenses,
including the costs of legal counsel, bailiffs and debt collection agencies, made in relation to the late
payments, are to be charged to the client.

Article 7: Cancellation and termination of the contract
7.1 With each agreement, the following applies:
a) The agreement can only be terminated by the Client in case there are unusual and
unforeseen circumstances as determined in article 6:265 of the Dutch Code of Civil
Procedure. Examples given: moving abroad, bankruptcy, etc.
b) Aside from that the agreement can be cancelled by the Client, as is legally determined
in article 6:265 of the Dutch Code of Civil Procedure, when the other party – in this
case W.Green – inadequately performs her duties (in other words when agreements
are not fulfilled). These inadequacies must justify the cancellation and may therefore
not be minor shortcomings. Aside from that the inadequacy needs to be in lasting
compliance of temporarily impossible or the opposing party needs to be ‘defaulting’.
In the event of defaulting on the basis of the law, it is constituted when strict deadlines
have been exceeded, when the opposing party is in default, or when the opposing
party itself indicates/communicates not in a timely matter to fulfill its duties.
7.2 The assignment can be rejected, or the agreement can be terminated by W.Green in the event that:
c) The Client is legally incompetent;
d) The Client does not comply with one of the terms conditions and/or does not to fulfill
such duties;
e) The Client pursuant to earlier agreements with W.Green does not fulfill its financial
obligations.
7.3 When the Client cancels an agreement, he is compelled to with immediate effect pay the
honorarium and the expenses made concerning the performed activities.
7.4 In the event that an agreement is terminated by W.Green the Client is compelled to immediately
pay the honorarium and the expenses made concerning the performed activities. W.Green is in no way
accountable for any damages and/or costs that may arise therefrom.
7.5 In the event that the termination is attributable to the Client, the Contractor is entitled to
compensation of damages, therein including: the costs, as both direct and indirect result. The termination
can be attributed to the Client in the event he does not comply with his obligations from the Agreement
and these terms and conditions are not honored.
7.6 The compensation referred to in earlier sections of this article will comprise of:
a) The expenses made by W.Green in accordance with the commitments made to third
parties for the completion of the assignment;
b) At least 30% of the remaining part of the honorarium that the Client would owe upon
complete fulfillment of the assignment
7.7 Immediate termination of an agreement for a fixed duration by a third party can only be carried
out in the event that the other parties do not comply with one or more of her essential obligations. The
termination of an agreement must be made in writing, taking into the account the termination notice period
of 2 months with contracts with a duration up to one year, and of 3 months with contracts with a duration
of more than one year.
7.8 Both W.Green and the Client have the right to immediately completely or partially terminate the
agreement in the event of bankruptcy or (temporary) suspension of the other party. Upon bankruptcy of
the Client, W.Green has the right to terminate the granted usage licenses, unless the consequences thereof
are in conflict with reasonability and fairness.
7.9 In the event of termination by the Client due to attributable inadequacies in the compliance with
obligation by W.Green, the current activities performed and the payment obligations associated with these
are not subject to cancellation, unless the Client proves W.Green is in default with respect to earlier
performed activities.

Article 8: Warranties and disclaimers
8.1 W.Green guaranties that the materials provided are by her design and that copyrights rest on the
design, she is the the maker in the sense of Copyright law and can take possession as copyright owner of
the works.
8.2 W.Green shall carefully handle the matters entrusted to her by the Client, but accepts no form of
liability in relation thereto as for example the losing, damaging, destroying or disappearance of item
entrusted to her by the Client. The Client is deemed to take this into their own account and insure the risks
on the in the article intended goods.
8.3 The Client safeguards W.Green and engaged persons on all claims by third parties resulting from
the application of the result of the assignment.
8.4 The Client safeguards W.Green on claims with relation to rights of intellectual property by the
Client provided material or information that will be used in the execution of the assignment.

Article 9: Confidentiality and responsibility
9.1 W.Green commits herself to that which in the execution of her activities comes to knowledge and
whereof she is deemed to acknowledge its confidentiality, to keep confidential, unless that information
through no fault of W.Green is already publicly accessible. Only with authorization of the Client and/or on
grounds of her only legal obligations W.Green is allowed to breach these confidentialities.
9.2 W.Green assesses her activities according to generally applicable legal regulations and standards
and the generally applicable rules and customs in the industry.
a) The ultimate responsibility for the contents of the communicative expressions in the
framework of execution of the assignment rest on the Client.
b) In the case a complaint is filed against the Client, then the Client decides on the
manner of defense against this in consultation with W.Green.
c) In the case W.Green (also) is addressed judicially, W.Green has the right to
independently, potentially independent of the potential defense of the Client, defend
herself. The Client is held accountable for reasonable compensation of expenses made
in relation to the defense.

Article 10: Liability
The Client is accountable for the correctness, completeness and trustworthiness of the data and
information made available to W.Green, even if these come from third parties, as far as the nature of the
agreement does not conclude otherwise.
10.1 Due to delay in the execution of the agreement resulting extra time and expenses, not timely or not
reasonably availability of requested information and/or unobtrusive, are charged to the Client. W.Green is
not liable for damages, of any nature, due to W.Green assuming the Client provided incorrect and/or
incomplete information.
10.2 W.Green is in no case liable for company-, resulting- or indirect damages, except in case of
intentional or conscious recklessness by W.Green or one of her managerial subordinates. The liability of
W.Green towards the Client in the before mentioned cases restricted to the honorarium that W.Green
accrues for the part of the executed assignment that has resulted in the occurrence of damage.
10.3 W,Green is exclusively liable for direct damages caused by an accountable shortcoming by
W.Green in compliance with one of the fundamental obligations she has towards the Client.
10.4 W.Green is not liable for deviations, errors and defects that remained unnoticed in the samples
approved or adjusted by the Client.
10.5 W.Green is not liable for damage of properties or other means in relation to the execution of the
assignment for the Client or for third parties, herein included but not limited to the employees of the Client
or the engaged third parties. The Client is required to adequately insure himself and remain insured in
relation to the liability that lays on him according to this article.
10.6 Deviation between works on the one hand, provided by W.Green to the Client and on the other
hand, the original designs, drawings, manuscripts or models, typesetting or printing proofs or and other
proofs can not result in reasons for disapproval, discount, compensation or termination of the agreement
by the Client in case these deviations – viewed in the whole of the assignment – are of little importance.
10.7 In the case that the execution of a provided assignment depends on the availability of the
employees of W.Green and this person(s) is unable to perform the agreed upon activities, then qualifies as
temporary force majeure for W.Green. The agreement remains in tact and the obligations of W.Green hold
direct relation to the activities of the intended person will be – as far as possible – temporarily taken over
by a colleague. In the case that this is not possible, the activities will be temporarily postponed. W.Green
takes no liability for possible damages resulting from the postponing (temporary force majeure).
10.8 Every liability is voided by the course of one year from the moment the assignment is completed.
10.9 The Client is held reasonable for keeping copies of materials and information provided by him to
himself until the assignment is completed. In the case that the Client neglects to do so, W.Green cannot be
held accountable for damages that may occur from the existence of these copies.

Article 11: Adjustment terms and conditions
11.1 These terms and conditions and rates can be adjusted by W.Green. However, these adjustments
shall be handed over to the Client for statement of agreement.
11.2 When the terms and conditions and/or rates are adjusted these changes are not applicable to
ongoing projects, unless agreed upon otherwise.

Article 12: Other stipulations
12.1 The Client is in no way allowed to hand over an agreement made with W.Green to a third party,
other than with the transferal of his/her entire company or with authorization by W.Green.
12.2 Parties are held by facts and circumstances, that if in the framework of the assignment to the other
party, it comes to their knowledge, to be treated as confidential. Third parties who are involved in the
execution of the assignment, shall with respect to these facts and circumstance be bound to the same
confidentiality agreement.
12.3 The markings in these terms and conditions only serve to increase the readability and are of no
part to these terms and conditions.
12.4 In the event that the Client adjusts their contact information, the Client has to inform W.Green of
their new contact information prior to the adjustment.
12.5 After the completion of the agreement with W.Green the use of the name and/or logo of W.Green
by the Client may not result in harm or damage to the name or identity of W.Green.
12.6 On the agreement between W.Green and Client, Dutch law is applicable. The court to rule on
disputes between W.Green and the Client is the authorized court in the district W.Green is established in