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Terms and Conditions TypicalMedia
Terms and Conditions of TypicalMedia, Eendengang 19 in Hengelo, The Netherlands
Please read these Terms and Conditions carefully before using our website and/or before ordering images, products and/or services from TypicalMedia. When you want to place an order on our web site you must indicate in our web store that you agree with each of the terms of use. It is not possible to place an order if you do not agree with each of the terms of use. Our terms of business shall apply to all transactions and agreements between parties.
By breaking the License seal on the media container (the DVD-ROM i.e.) you accept all the terms and conditions of the end user agreement. If you do not agree with the terms and conditions of this agreement, return the media container, unopened, along with the rest of the package and the invoice to TypicalMedia, or to the location where you obtained it.
1 - Definitions
The following words marked in bold shall have the meanings set out below:
TM: the company TypicalMedia, also known under the company names InTheBOX and ITB Visual Media, located at: Eendengang 19, 7552KM Hengelo, The Netherlands. Registered in the Register of Societies at the Chamber of Commerce of Veluwe and Twente under number 06076734;
Images and/or media: the copyright-protected media, illustrations and / or photos, as defined in the 1912 Copyright Act (Aw 1912), provided in digital or analogue format and / or meant to be made available in digital or analogue format.
Other Party: the person or competent authority that has expressed the desire, be it by word of mouth, in writing or via the Website of TM, to make use of the Images and / or media, goods and / or services provided by TM.
Website: the homepage and affiliated web pages, file and / or databases containing information that is maintained and run by and / or for TM, which includes the following URLs “www.typicalmedia.nl/.com/.eu” and “www.typischholland.nl/.com”.
Consumer: a person who desires to make use of the Images and / or media, goods and / or services provided by TM, for personal ends.
2 - Applicability of the Terms and Conditions
1. These terms of business shall apply to all transactions and agreements between TM and the Other Party. A number of clauses in these Terms and Conditions of use clearly indicate whether they are only applicable to consumers or only to other categories of people (other than consumers).
2. Changes to these Conditions shall only be agreed upon by the parties in writing.
3. The present Terms of use will also apply to all agreements concluded with TM for the performance of which the involvement of third parties is required. TM equally reserves the explicit right to make use of third parties in the discharge of its duties.
4. Any applicability of the General Terms and Conditions of the Other Party is explicitly rejected, and TM shall notify the Other Party to that effect, in writing.
5. In the event where a number of these terms or clauses thereof are determined to be invalid, illegal or otherwise unenforceable, the other terms shall remain in full force and continue to be binding and enforceable. TM and the Other Party shall confer in view of agreeing on new terms, to replace those found to be invalid, illegal and / or otherwise unenforceable, in which case the spirit of the original terms will play a vital role in drawing the new terms and conditions.
3 – Special offers / agreements
1. All offers and price quotations issued by TM are made without any obligation, unless a time limit for acceptance is contained in the quote. TM shall reserve the right to revoke any offer or price quotation with no obligation that is issued, two weekdays after TM receives notice of acceptance by the Other Party.
2. TM explicitly reserves the right to change prices, especially when that is warranted by law. Refer to article 4.6.
3. A legally binding agreement is reached when the offer and / or price quotation is accepted by the Other Party. TM shall be empowered to revoke this offer and / or price quotation within 2 weekdays of its acceptance by the Other Party. In case of acceptance of an offer in an electronic environment (via the Website), TM shall acknowledge receipt of the acceptance to the Other Party.
4. For all other categories of people other than consumers, the (electronic) administration of TM shall serve as proof of a legally binding agreement with the Other Party, unless explicitly stipulated otherwise.
4 – Prices and payments
1. The fee, as well as all the other costs to be borne by the Other Party, which include transportation, insurance and VAT, shall be stated explicitly on the price quotation and / or order acceptance and in the invoice by TM.
2. Payment shall be made in (one of) the methods indicated in the terms of payment agreed upon the order handling process. More information on the various means of payment can be found on the Website of TM and this information can also be made available by TM upon request.
3. The Other Party will be deemed immediately in default without any notice of default being necessary upon expiry of the period of payment agreed on by both parties during the process of placing and accepting the order, in which case the Other Party will also owe TM the statutory interest over the invoice amount from the date of default until the date of full payment. This will come up to 2% of the invoice amount a month, or part of a month until full payment is made. If payment is made after TM has sent the Other Party a reminder, the Other Party will owe TM twenty two euros sixty nine eurocents (EUR 22,69) excluding VAT, for administrative expenses. In the event of extra-judicial collection costs, a collection fee of not less than fifteen percent (15%) of the invoice amount shall be applicable, not withstanding the lawful right of TM to claim the actual extra-judicial collection costs and all other costs incurred, which are connected directly or indirectly with the performance of the agreement.
4. The Other Party shall no longer be competent to reach a settlement of any kind, except that which he / she is allowed to do by law.
5. TM reserves the right to defer the enforcement of the said agreement or to dissolve it altogether, as well as any other related agreements, in the event where the Other Party is in default with regard to payment.
6. In the event where there is an increase in the prices of goods and services in the period stretching from the time an order is placed, to the actual provision of the goods and services, the Other Party reserves the right to cancel the order or even dissolve the agreement within ten (10) days of the announcement of the price increase by TM.
5 – Delivery and time of delivery
1. The delivery date stated in the order acceptance is indicative. A definitive date can be fixed subsequently with TM. The place and / or method of delivery shall be stated in the order acceptance. TM reserves the right to publish additional information on delivery times on its website or in writing, in whatever means it may choose. All such information will only be of an indicative nature.
2. Delivery can be made in parts, for very practical reasons. In the case of Consumers, delivery shall take place on the agreed delivery dates.
3. Up to the moment of delivery, consumers have the right to unilaterally dissolve the agreement if delivery does not take place within thirty days after the agreed date of delivery. TM shall make a complete refund of the total amount paid by the Other Party as soon as possible, and not later than 30 days after the annulment of the agreement.
4. In the event of delivery overseas (out of the Netherlands), other Terms and Conditions may be applicable.
6 – Duration and termination of the agreement
1. The agreement between the Other Party and TM shall be for an indefinite period of time, unless a different conclusion is arrived at by virtue of the nature of the agreement, or the (contracting) parties explicitly agree otherwise and in writing.
2. Any action on the part of the Other Party, that is contrary to any obligation ensuing from the agreement between the Other Party and TM and the applicable terms of use, shall culminate in the immediate annulment of the agreement, without any right to legal intervention and proof of default.
3. In the event of bankruptcy, (moratorium) suspension of payment on the part of the Other Party, seizure under a writ of attachment, in the event where the Other Party is placed under legal restraint or loses ownership of his / her wealth, the agreement between the Other Party and TM shall be dissolved immediately, without any right to legal intervention and proof of default.
4. In the event of the annulment of the agreement between the Other Party and TM, the Other Party shall destroy the Images and / or media made available to him / her as well as all reproductions or duplications of these immediately and without further ado.
7 - Licence and right of Use of Images and /or media
1. All Images and / or media, as well as the entire content of the TM website shall be subject to copyright, in which case, the provisions of international treaties and all applicable laws shall also be enforceable. Nothing contained in these terms shall be construed as conferring by implication, estoppel or otherwise any property rights or intellectual property rights on the Other Party, for the Images and / or media made available to him / her by TM.
2. The Other Party shall be granted the non-exclusive and non-transferable right to make use of the Images and / or media made available to him / her by TM, for professional, editorial purposes as well as for personal use, which includes but is not limited to print, multimedia, video production, advertisement, editorial articles, internet sites and packaging, for an indefinite period of time.
3. The Other Party shall be allowed to use the images on a network or similar system consisting of not more than five (5) workstations within his / her organisation or company. The Other Party shall contact TM for one or two extra licences, before the images can be used on more than five (5) workstations within the same organisation.
4. The Other Party shall under NO CIRCUMSTANCES use the images in relation to or for the production of pornographic material, or in obscene, defamatory or other degrading applications or for unlawful purposes.
5. In the event where one or more persons are recognizably depicted on the Images, the aforesaid images may not be used in such a manner as to reasonably draw any objection(s) from the person(s) depicted thereupon. That could be the case, for instance, in a situation where a subject is controversial, socially sensitive or simply defamatory, unflattering or unbecoming to the model(s).
6. If Images on which one or more persons are recognizably depicted are used in a manner that could possibly give anybody reason to assume that the person(s) depicted thereupon have any association with or endorsement of a product or service, the Other party shall be obliged to see to it that each such use is accompanied by a statement indicating that the person(s) depicted are models, and that the image is used for illustrative purposes only.
7. In the case of Images on which copyright protected works such as logos and modern buildings are portrayed, it is not allowed to enlarge and take these works out of their position of relative inconspicuousness or adapt their representation in such a manner as to cause those who hold the copyright on these works to take offence.
8. The images made available by TM are meant to be perceived and used as an integral constituent of a website, and not as separate components, neither are they intended to serve as a protracted storage medium or stored in a format that exposes them to repeated use by internet users. Moreover, the Other Party shall ensure that the images made available to him / her to use (on websites for instance), can neither be downloaded nor possibly be used by other parties in any manner whatsoever.
9. The Other Party shall not pass on any Images and / or media to third parties. It is strictly forbidden for the Other Party to trade in or pass on TM Images and / or media. It is forbidden to give third parties autonomous use of TM Images and / or media.
10. The Other Party shall under no circumstances have the right to lease out, lend TM Images and / or media, issue (sub) licences to third parties or make this material available to them in a manner that enables third parties to have autonomous use of it.
11. When using TM images in print or on the internet for editorial purposes, the Other Party shall mention the name of TM as follows ‘©TypicalMedia - artist name (if known)’ next to the image or in the colophon.
12. By virtue of the content of these licence conditions, TM shall reserve the right to withdraw the licence it has issued for the use of any image (for instance in the event of the revocation of the rights of third parties). Such a withdrawal of the licence shall culminate in the immediate retraction of the right to Use granted by TM, and render further use of the image in question unlawful. As compensation for withdrawing the said image, TM shall entirely at its own discretion, replace the image in question with another one of equal value and price category, or make a full refund of the money paid for the image. Further claims shall be entirely out of the question, except for cases for which article 8.1 is applicable.
8 – Disclaimers and Limitation of Liability
1. TM shall discharge of its obligations in such a manner as is befitting for a company in this line of business. Irrespective of whatever is stipulated in this article, TM will under no circumstances be liable for direct or indirect losses arising as a result of the goods and / or services, information or advice delivered, unless such accountability ensues from some provision of the law, or there is talk of a purposeful or attributable failure on the part of TM or third parties working for TM.
2. TM accepts no liability with respect to the legitimate right the Other Party has to make the Images provided by TM public. The Other Party shall be solely and fully liable. The party that is responsible for a publication shall be solely and entirely liable, with respect to that publication. This also applies to a possible breach of the individual rights of those portrayed.
It is not the responsibility of TM to obtain authorisation from those portrayed in pictorial representations contained on TM images and other holders of the copyright on such material. TM however offers to cooperate and do all in its power to find these holders of the copyright on such material. If you have any queries or doubts as to where or not you are allowed to make use of an image belonging to TM, for your specific purposes, please contact your legal advisor or send an e-mail to: legal @ typicalmedia.nl.
3. TM will do its utmost best to accurately provide explanatory information and material amongst others, in the way of keywords, titles, place and time indications as well as other descriptions, to go with Images and / or media. TM shall under no circumstances be liable for possible errors or shortcomings in these explanatory information and material meant to go with the Images and / or media.
4. If and insofar as there is talk of liability on the part of TM, this will always be limited to an amount equal to the value of the invoice, for other categories of people (other than customers), or insofar as there is talk of insured damage, this will be limited to the actual amount disbursed by the insurance, for both Consumers and other categories of people
5. For other categories of people (other than Consumers): Other grounds on which claims for compensation could possibly be lodged must be made known to TM by registered letter within 30 days, of the Other Party’s receipt of the Images and / or media. Failure to do so will culminate in the lapsing of the Other Party’s right to claim compensation
9 - Claims
1. In accordance with the requirements of the agreement the Other Party has the obligation to check if that which is delivered meets the agreement standards and / or requirements. If that is not the case, the Other Party must inform TM about it as soon as possible and within a period of not more than seven (7) weekdays after delivery, in writing and with concrete reasons or arguments, at least after this has been reasonably and demonstrably established. Thereafter, that which is delivered will be considered as having been accepted, for other categories of people (other than Consumer).
2. If it is established that the product which was delivered does not meet the agreed standards or requirements, TM shall have the choice of either replacing the said product with a new one after receiving the defective product, delivering a different product of equal value in consultation with the Other Party or making a full refund of the invoice amount paid for the product in question.
3. For Consumers only: a. Should the Consumer for any reason whatsoever decide not to keep that which is delivered, he / she shall have the right to return the product to TM within seven (7) weekdays, after delivery. TM shall have the right to demand written confirmation of this, from the Consumer.
b. Returned goods will only be accepted in this case if neither the product nor the packaging is damaged in any way whatsoever, and the returned good is still in its original state (not used ) and the (plastic) seal and / or issued licence seal on the packaging are not broken.
c. The costs of returning the goods shall be borne by the Consumer.
d. The Consumer shall be responsible for ensuring that the product is returned. Under no circumstances will TM be liable for any personal losses or damage, as a result of theft or loss, including but not limited to loss or damage to the product or packaging, which might occur in the process of returning goods.
e. In the case of goods whose return has been approved and accepted , the account of the Consumer will be credited by TM to the tune of the invoice amount (cost price) and this will take place within a period of 30 days after receipt of the returned goods.
4. The fact that the Other Party lodges a claim on the grounds of this article does not in any way whatsoever discharge him / her of his / her obligation to proceed to payment, with regard to TM.
10 - Indemnity
1. As user / licensee of TM Images and / or media, the Other Party shall be held accountable and liable for any indirect, punitive, special, incidental, or consequential damage to the images made available to him / her and shall indemnify TM, and the maker of the images against all third party claims, ensuing from any infringement of the intellectual property rights of third parties or any form of damage suffered by third parties while using the Images and / or media.
11 - Force Majeure
1. Parties shall not be liable for deficiencies in the discharge of a contractual obligation, if there is any question of preponderance. If a circumstance that creates a situation of preponderance for any of the parties last up to thirty (30)days, the said party shall have the right to dissolve the agreement without there being any obligation to pay compensation.
12 - Settlement of disputes
1. The judge in the town where TM is located shall be competent to take cognisance of and decide upon disputes ensuing from or relating to any agreement between TM and the Other Party, unless the magistrate is competent to do so. TM shall nevertheless reserve the right to take the dispute to the court under whose jurisdiction it falls. In the event of a dispute between a Consumer and TM, the judge in the place of residence or abode of the Consumer shall also have the competence to decide the case.
2. During the first thirty days after disputes arise, a ‘closed agreement’ shall allow both parties the opportunity to try to arrive at a mutual resolution, under the direction of a certified NMI mediator, before seeking a legal settlement.
3. The parties shall appeal to the judge after having done everything in their power to arrive at a mutual settlement of the dispute.
13 - Legal system applicable
1. The law of the Netherlands shall be applicable to all legally binding transactions between TM and the Other Party.
2. When a condition of these Terms is not in concurrence with the consumer laws of the Netherlands then the law of the Netherlands has priority over this.
14 - Deposit and registration
1. These Terms and Conditions were deposited at the Chamber of Commerce of Veluwe and Twente under registration number 06076734.
2. In the event of discrepancies or ambiguity between the original Dutch version of these Terms and Conditions and this translation, the Dutch text shall prevail.
3. The latest deposited version of these Terms and Conditions, casu quo the version that was in force during the entering into the agreement, is always applicable.
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