Terms and Conditions – Melanie Hoffman
These are the terms and conditions of Melanie Hoffman (Melanie Hoffman). Melanie
Hoffman is located at Goeree 13, 8245 GA, Lelystad, the Netherlands, registered with the
Chamber of Commerce ( Kamer van Koophandel ) under number: 71768742.
If you have any questions, you can contact us via mail at: hello@melaniehoffman.nl and by
calling: +316 487 120 63.
Melanie Hoffman reserves the right to change these terms and conditions. You agree that the
most recent version of these terms and conditions apply. Parties may deviate from these Terms
and Conditions in writing.
Article 1 - Services
Our services consist of motion graphic design, audio design, video editing, and voice-over
work.
Article 2 - Applicability of these General Terms and Conditions
These terms and conditions apply to every offer, proposal and assignment between Melanie
Hoffman and you (the Client ). On request, Melanie Hoffman shall send these terms and
conditions to you, free of charge. They are also available on https://www.melaniehoffman.nl/.
Article 3 - Establishment of the Assignment
The assignment shall be deemed established when Contractor confirms the request for the
service with the client.
Article 4 - Proposals and Offers
1. All offers and proposals from Melanie Hoffman are non-binding, unless agreed otherwise
in writing. An offer or proposal only applies to the assignment specified therein (and not
to possible future assignments).Terms and Conditions – Melanie Hoffman
2. If the Client provides Melanie Hoffman with certain information, Melanie Hoffman may
assume that the provided information is correct and will base the proposal on that
information.
Article 5 - Pricing
1. Melanie Hoffman can raise the price in the interim in the case of unforeseen and cost price
increasing circumstances, if these circumstances occur after the establishment of the
assignment.
2. In case Melanie Hoffman has raised prices due to the circumstances referred to in the
previous section, the Client has the right to annul the assignment. The Client will be
charged for costs incurred for working hours or the execution of parts of the assignment.
The Client in such case has no right to compensation or damages.
3. An offered price does not include expenses for Melanie Hoffman and does not include
taxes or levies by the authorities.
Article 6 - Payment and Collection Charges
1. Client must pay within thirty days after the invoice date. Melanie Hoffman shall send an
invoice monthly.
2. If the payment by Client is due, he will automatically be in default ( verzuim ), without a
notice of default ( ingebrekestelling ) being required. In case of default, Client owes
Melanie Hoffman the statutory interest (in case he is a consumer) or alternatively the
statutory commercial interest. The interest on the payable amount is calculated from the
moment that the payment is due, until the moment that the payable amount has been paid
by Client in full.
3. If Client does not pay in time, he shall immediately be in default. He will then be due to
Melanie Hoffman all extrajudicial costs. In case of an invoice amount to € 267, these costs
will be € 40. In case of a higher invoice amount, the maximum collection fees are as
follows:
a. b. c. 15% on the first € 2,500;
10% on the part that remains thereafter, up to € 5,000;
5% on the part that remains thereafter, up to € 10,000;
4. d. e. 1% on the part that remains thereafter, to € 200,000;
0.5% on the remaining part, whereby the total collection fees are maximised to €6,775.
Any outstanding amounts by the Client are immediately payable in the following cases:
a. b. Client fails to pay within the payment term;
Client is bankrupt or applied for a suspension of payment or any other insolvency
procedure;
c. d. Client (company) is dissolved or liquidated;
Client (private individual) is placed under guardianship or deceased.
Article 7 - Duration
1. Client and Melanie Hoffman enter into the contract for an indefinite period of time, unless
Parties agree otherwise.
2. For an assignment of an indefinite term, the following notice periods apply:
– Melanie Hoffman can terminate the agreement per every first day of the month.
The notice period is one month. Melanie Hoffman terminates the agreement by
means of a signed letter.
– The Client can terminate the agreement per every first day of the month. For the
Client a notice period is one month. The Client terminates the agreement by means
of a signed letter. In this letter he must specify the reason for cancelling the
agreement.
– Parties can terminate an agreement at any given time by mutual consent.
Article 8 - Execution Time
1. If Client owes Melanie Hoffman a prepayment or if Melanie Hoffman needs Client to
provide certain information or materials, the term within which Melanie Hoffman shall
execute the activities (the execution time), shall not begin to run until the prepayment,
information or material is received by Melanie Hoffman.
2. If parties, before execution, have agreed on a term for the fulfillment of the services, the
final date shall never be regarded as a deadline. When the term is due, Client shall send a
notice of default to Melanie Hoffman.
3. Client cannot terminate the agreement if Melanie Hoffman exceeds a term. This does not
apply when execution of the activities is permanently impossible or if Melanie Hoffman
does not execute the activities within a new term for execution. Such new term should be
given in writing.
Article 9 - Third Parties
Melanie Hoffman may involve third parties to (partially) perform the activities. The following
articles of the Dutch Civil Act ( Burgerlijk Wetboek ) do not apply:
• 7:404 (execution by a certain person);
• 7:407 sub 2 (joint and several liability);
• 7:409 (death of a certain person).
Article 10 - Execution of the Assignment
1. Melanie Hoffman shall execute the assignment at the best of its knowledge and abilities
and according to the requirements of professional practice.
2. Melanie Hoffman may execute the assignments in different phases and send separate
invoices on the different phases.
3. If Melanie Hoffman performs the assignment in different phases, Melanie Hoffman may
suspend any activities on the next phase until Client approved the execution of the last
phase in writing.
4. Client shall timely provide Melanie Hoffman with all information or material, required for
the execution of the assignment.
5. If Client does not provide the material or information in time, Melanie Hoffman may
suspend the execution of the assignment and charge the additional costs, resulting from
the delay. Melanie Hoffman is not liable for any damages, resulting from incorrect or
incomplete information, provided by Client.
Article 11 - Changes of the Assignment
1. If it proves to be necessary to change the assignment during the activities in order to
guarantee a decent execution of the assignment, parties shall negotiate the required
changes and agree on them in writing.
2. If parties agree on altering the assignment, Melanie Hoffman may raise or lower the price.
If possible, Melanie Hoffman shall provide a quotation to Client in advance. The execution
time may change with a change of the assignment. Client agrees on the possibility to
change the assignment, the pricing and the execution time.
3. Melanie Hoffman may refuse a request, made by Client, to change the assignment if such
changes could affect the quality or quantity of the activities.
Article 12 - Suspension, Dissolution
1. Melanie Hoffman may temporarily suspend the execution of the activities if he cannot
comply because of force majeure .
2. If the execution of the assignment is permanently impossible parties may cancel the
assignment for the part that has not been fulfilled.
3. Melanie Hoffman may suspend or cancel the assignment if Client fails to meet its
obligations, partially, completely or in time. In such cases, Client shall compensate
Melanie Hoffman for damages.
Article 13 - Termination in the Interim
1. If Melanie Hoffman cancels the assignment in the interim, Melanie Hoffman shall ensure
a handover of the work yet to be performed to a third party, unless the termination is
imputable to Client. If the handover of the activities leads to additional costs for Melanie
Hoffman, these costs shall be borne by Client.
2. Melanie Hoffman may immediately cancel the assignment (and is not liable for any
damages doing so) in one of the following events:
a. Client fails to pay within the payment term;
b. Client is declared bankrupt or applied for suspension of payments, or applied or
becomes subject to any other insolvency procedure;
c. d. Client (the company) is dissolved or liquidated;
The occurrence of circumstances in which Client can no longer freely dispose of his
capital.
Article 14 - Force Majeure
1. 2. Melanie Hoffman is not obliged to comply in the event of force majeure .
Melanie Hoffman may suspend the obligations, coming from the assignment, for as long
as the force majeure continues.
3. If Melanie Hoffman complied with a part of its obligations, and that part has an
independent value, Melanie Hoffman may charge that part to Client.
Article 15 - Retention of title
1. Everything supplied by Melanie Hoffman shall remain the property of Melanie Hoffman
until Client has fully fulfilled all its obligations.
2. Client must do everything he can reasonably do to secure the properties of Melanie
Hoffman.
3. If Melanie Hoffman wishes to exercise its property rights, Client gives unconditional and
irrevocable consent to Melanie Hoffman to enter all places where the properties are
located, so that Melanie Hoffman can take them back.
Article 16 - Examination
1. 2. Client shall examine the result of the assignment when the assignment is finished. Client
shall examine if the quantity and the quality of the result is in accordance with the
agreement.
Client shall notify Melanie Hoffman in writing within thirty days after completion of the
assignment, of any visible defects or shortcomings. Client shall notify Melanie Hoffman in
writing within thirty days on shortcomings or defects that are invisible at first sight. The
notification must contain a detailed description of the shortcoming.
Article 17 - Complaints
1. Client shall notify Melanie Hoffman in writing of any complaints within one month days
after detection (or –on invisible shortcomings– after he could have detected it).
2. A timely notified complaint does not suspend or cancel any payment obligation resting on
Client.
3. 4. 5. If Client does not notify Melanie Hoffman timely, Client is not entitled to any recovery,
replacement or compensation.
If it is established that the complaint is justified and the notification by Client thereof was
timely delivered, Melanie Hoffman shall recover, replace or compensate it’s work within a
reasonable term after notification of the shortcoming, in writing from the Client.
If it is established that a complaint is not justified, Client shall compensate Melanie
Hoffman for made expenses (like research costs).
Article 18 - Liability
1. Melanie Hoffman is only liable for direct damages suffered by Client as a direct
consequence of a shortcoming by Melanie Hoffman.
2. Melanie Hoffman is not liable for any damages resulting from Melanie Hoffman due to
incorrect or incomplete information provided by Client.
3. 4. The liability of Melanie Hoffman shall never exceed the amount paid by its insurer.
If Melanie Hoffman’s professional liability insurer does not cover the damages, Melanie
Hoffman’s liability is limited to the amount paid by Client. Under no circumstances can
this liability exceed the amount of €1000,00.
5. The limitations set out in this article do not apply if the damages are the result of a
deliberate act or gross negligence.
Article 19 - Limitation Period
The limitation period on all claims and defences against Melanie Hoffman is one year.
Article 20 - Indemnification
1. Client indemnifies Melanie Hoffman from any claims by third parties, who suffer
damages, resulting from the execution of the assignment but cannot be attributed to
Melanie Hoffman.
2. 3. If third parties address Melanie Hoffman to be liable for damages resulting from the
execution of the assignment, Client shall support Melanie Hoffman both judicial and
extrajudicial and Client shall do what may be expected from him.
If Client does not provide the support described in paragraph 2, Melanie Hoffman may
take the actions it deems required. All expenses and damages made by Melanie Hoffman
in this respect shall be borne by Client.
Article 21 - Intellectual Property
1. All the plans, documents, pictures, drawings, programming, creations and related
information, made by Melanie Hoffman, remain property of Melanie Hoffman. This also
applies if related expenses are charged or when these are improved, later on.
2. Client can only copy the aforementioned properties if it is for internal use within Client’s
company and cannot show the properties to third parties or put the properties at disposal
in a different manner than originally intended by Melanie Hoffman.
3. Client and Melanie Hoffman shall agree on more detailed arrangements, in separate
agreements, on certain licenses, given to Client by Melanie Hoffman. If parties do not
agree on further terms concerning the licenses, Melanie Hoffman grant Client a non-
transferrable license to use the works, made by Melanie Hoffman (like: software, designs,
illustrations or any other creation), for an indefinite period of time.
Article 22 - Non-Disclosure
1. Melanie Hoffman shall not disclose any of Client’s information to third parties, unless
Melanie Hoffman is required by a statutory or professional obligation to disclose the
information.
2. Melanie Hoffman shall not use any information, obtained from Client, in a different
manner than originally intended, except that the information may be used in a legal
procedure that involves Melanie Hoffman and the information can be of importance.
3. Client shall not disclose the contents of agreements, confirmations, offers, reports, advices
or other expressions from Melanie Hoffman, whether they are in writing or not.
Article 23 - Nullity
If any part of these conditions is void or voidable, this does not alter the validity of the
remainder of these conditions. The invalid or unenforceable part shall be replaced by a
provision that most closely follows the content of the invalid provision.
Article 24 - Conflicting Provisions
If any of the provisions from these terms and conditions are in conflict with a provision from
an agreement, the provisions of these terms and conditions shall prevail.
Article 25 - Applicable Law
Dutch law.
Article 26 - Competent Court
The Court of Amsterdam.