Terms and conditions.

Definitions


Client: any natural or legal entity that instructs Sobriquet in writing to carry out work in return for payment.

Sobriquet: Sobriquet cv, located at Rapenburg 8, 2311 EV in Leiden and registered at the Dutch Chamber of Commerce under number 52030415.

Article 1 - Areas of application

These general terms and conditions apply to all services provided by Sobriquet. Deviating from these terms and conditions is possible but only if both the client and Sobriquet specifically stipulate this in the contract for provision of services.

Article 2 – Quotations and conclusion of contracts
 
  1. General quotations or estimates provided by Sobriquet do not entail any commitment.
  2. Sobriquet reserves the right to revoke or change any rates and delivery dates at any time if Sobriquet has not had the opportunity to fully view or assess the assignment prior to providing a quotation.
  3. Agreements are concluded by written acceptance of the quotation by the client or, if no quotation has been issued, by written acceptance of the rate by email or otherwise.
  4. By accepting the quotation, the client also agrees to these general terms and conditions that were attached along with the quotation by post, email or any other form of written communication.
  5. Sobriquet may consider the person or entity that has placed the order as its client, unless that person explicitly states that they are acting on the instructions, on behalf and at the expense of a third party, whose name and address must be disclosed to Sobriquet at the time of the order.

Article 3 – Sobriquet’s obligations
 
  1. Sobriquet undertakes to carry out all assignments with utmost care and attention and to the best of its ability and capacity.
  2. Sobriquet must keep any information and personal data provided by the client for the performance of the assignment confidential, even after the assignment has ended.
  3. Paragraphs 3.1 and 3.2 also apply to any third parties Sobriquet might bring in to complete the assignment. However, Sobriquet is not liable for any breach of confidentiality by such third parties if it can sufficiently demonstrate that it was unable to prevent the same.

Article 4 – The client’s obligations
 
  1. The client is obliged to cooperate fully to ensure delivery of the assignment wherever required and possible. The client must provide all the information that Sobriquet needs to facilitate the timely completion of the assignment and guarantee the information provided is accurate.
  2. The client guarantees that any product Sobriquet creates based on the client’s instructions does not in any way infringe upon the rights of any third party.
  3. If the information required to complete the assignment is unavailable to Sobriquet, not at Sobriquet’s disposal in time or not in accordance with the contract, Sobriquet may consider itself relieved of any obligation in regard to the assignment.
  4. Sobriquet reserves the right to adjust the rates and delivery date of the assignment or to reject it altogether should the client make changes to the assignment that are deemed to be considered significant.
  5. If the client cancels the assignment, the client remains obligated to pay the full fee for any work that has already been performed as part of that assignment.

Article 5 – Assignment performance
 
  1. All assignments are accepted and performed by Sobriquet in disregard of Article 7:404 of the Dutch Civil Code (service performed by a specific person) and Article 7:407 section 2 of the Dutch Civil Code (joint and several liability).
  2. The performance of the contract takes place exclusively for the client’s benefit. Third parties cannot derive any rights from the content of the work performed.
  3. Sobriquet reserves the right to use any delivered work or services for its own promotional purposes in its portfolio.

Article 6 – Contracting third parties

Sobriquet reserves the right to use the services of a third party to carry out the assignment fully or in part unless the client and Sobriquet have explicitly agreed otherwise. This does not exempt Sobriquet from its responsibility to perform the assignment accurately and diligently.

Article 7 – Delivery
 
  1. Delivery of the assignment is deemed to have taken place at the moment it is sent to the client, i.e. the time of postal dispatch or the time that it was sent by email.
  2. If a delivery time has been explicitly agreed in writing, Sobriquet must inform the client as soon as possible if it expects that timely delivery of the assignment is not possible.
  3. The client reserves the right to cancel an assignment in the event that the delivery date is exceeded for reasons that are clearly attributable to Sobriquet, insofar as the client is operating on a fixed schedule and cannot reasonably be expected to wait for completion. In such cases, however, Sobriquet is not liable to pay any compensation, and the client still has to pay for any work already performed as part of the assignment.

Article 8 – Rates and payment
 
  1. Sobriquet considers it of primary importance to supply the client with clear and comprehensive information on the cost of the assignment prior to its start in order to prevent any unpleasant surprises later on.
  2. The client will receive all rates in a quotation. Upon accepting the quotation, the client thereby authorises Sobriquet to start work on the assignment. All rates are quoted exclusive of Dutch VAT unless both parties have agreed to include it.
  3. The agreed rate for copywriting assignments includes two rounds of feedback, giving the client the opportunity to comment on drafts and to propose any amendments.
  4. Payment for products supplied or services rendered are due fourteen calendar days after the invoice date. Payment must be made as specified in the invoice.
  5. If payment is not made by the due date, the client is in default and incurs an added interest rate of 1.5% per month without further notice, calculated from the due date, including all collection costs incurred by Sobriquet. Extrajudicial costs are set at 15% of the amount due, with a minimum of €75.00 per invoice.
  6. Aforementioned extrajudicial costs are also due if Sobriquet collects the receivable from the client by its own means.
  7. Sobriquet reserves the right to suspend activities without notice and to retain any entrusted documents in connection with handling the assignment. This applies until the client has paid all amounts due to Sobriquet in full.

Article 9 – Complaints and disputes
 
  1. The client is required to inform Sobriquet in writing of any complaints concerning the delivered work as soon as possible, no later than ten working days after the said product is delivered.
  2. Lodging a complaint will not release the client from its payment obligations.
  3. If the client has not lodged any complaints within the period specified in paragraph 9.1, the client is deemed to have fully accepted the work delivered. Exceptions can be made at Sobriquet’s discretion for situations in which the client has a reasonable cause for exceeding this term.
  4. Sobriquet reserves the right to review the complaint’s validity and to scrutinise its own work within a reasonable period of time. If this is not possible, other mutual arrangements may be made, such as granting a discount.

Article 10 – Liability and indemnity
 
  1. Sobriquet’s liability is exclusively to the client for damages directly and demonstrably deriving from shortcomings attributable to performing the assignment, or based on any other legal grounds, and will never exceed the invoice value. Sobriquet is under no circumstances liable for any other forms of loss or damage, such as indirect loss, including consequential loss, profits and trading loss, lost savings and damage due to business interruption.
  2. Ambiguities in source texts provided for translation release Sobriquet from any liability whatsoever.
  3. The limitation of liability specified in paragraph 10.1 does not apply if the damage is the result of intent or deliberate recklessness on the part of Sobriquet.
  4. Sobriquet is not liable for the conduct of third parties with whom it engages. Article 6:76 of the Dutch Civil Code does not apply.
  5. The client undertakes to indemnify Sobriquet against all claims by third parties deriving from the use of the product supplied or services rendered.
  6. The client similarly undertakes to indemnify Sobriquet against all claims from third parties on account of alleged violation or infringement of proprietary rights, patent rights, copyrights or other intellectual property rights in connection with performing the assignment.

Article 11 – Dissolution and force majeure
 
  1. If the client fails to meet its obligations, if the client has been declared insolvent or bankrupt or has filed for compulsory liquidation or bankruptcy, if the client has applied for or has been granted a moratorium, if the client is subject to an arrangement under the debt rescheduling scheme for natural persons or if the client's company is liquidated, Sobriquet has the right, without being required to pay any compensation, to dissolve the contract in full or in part or to suspend the performance thereof. In such cases, Sobriquet is entitled to demand the immediate payment of any outstanding amounts.
  2. Should Sobriquet prove unable to meet its obligations due to circumstances beyond its control or risk, it is entitled to dissolve the contract without being liable to pay any compensation. Such circumstances are considered force majeure and include but are not limited to fire, accidents, illness, strikes, riots, war, terrorist attacks, transport restrictions and delays, government measures, disruption of the services of internet providers, negligence on the part of suppliers or any other events beyond Sobriquet’s control.
  3. If, as a result of force majeure, Sobriquet is compelled to discontinue further performance of the contract, it retains the right to be reimbursed for any work performed up to that time and reimbursement for any costs and out-of-pocket expenses incurred.

Article 12 – Copyright
 
  1. Unless expressly agreed otherwise in writing, the copyright on texts and translations produced by Sobriquet will be transferred to the client at such a time as the client has met all its financial and other obligations to Sobriquet in full with respect to the assignment in question.
  2. Sobriquet reserves the copyright on all ideas, strategic concepts and texts provided in a quotation or meeting. This also applies to style guides, writing manuals and advisory documents provided by Sobriquet to the client during and/or after the performance of the assignment.

Article 13 – Governing law and the court of competent jurisdiction

The legal relationship between the client and Sobriquet is governed by Dutch law. The District Court of The Hague has exclusive jurisdiction over any disputes relating to the contract.

January 2023