Terms and Conditions

January 2023

General terms and conditions for the provision of services and the delivery of goods by Issuemakers.

Article 1

1. Issue makers: the agency that is instructed by the client to provide services or deliver goods.
2. The client: the natural or legal person who has requested a quote from Issuemakers or has given an order to provide services or deliver goods.
3. The agreement: the agreement between Issuemakers and the client as concluded or to be concluded under the applicability of these general terms and conditions.

Article 2, Application and validity of these general terms and conditions

1. These general terms and conditions apply to the conclusion, content and fulfillment of all agreements concluded between Issuemakers and the client.
2. Deviations from these general terms and conditions are only valid to the extent that these deviations have been agreed in writing between the parties.
3. General (purchasing) terms and conditions of the client only apply if it has been expressly agreed in writing that they will apply to the exclusion of these general terms and conditions.

Article 3, Quotations, offers

1. All offers made by or on behalf of Issuemakers are without obligation. The mere publication thereof does not oblige Issuemakers to conclude an agreement. The date of conclusion of the agreement will be the date of confirmation by Issuemakers. Any additional agreements or changes made later are only valid if Issuemakers has confirmed these in writing and the client has not objected in writing within eight days.
2. Issuemakers reserves the copyright on the texts, strategic concepts, images, drawings, sketches, designs and calculations provided with the offers or on other occasions, such as the preliminary work referred to in Article 8. These remain the property of Issuemakers and may not be copied or shown or made available to third parties or used in any other way by the client without the express prior written permission of Issuemakers. At the request of Issuemakers, these must be returned to Issuemakers without delay.

Article 4, Agreement

1. Except to the extent that the agreement also includes the delivery of goods, the collaboration between the client and Issuemakers is an assignment agreement.

Article 5, General obligations of the parties

1. Issuemakers undertakes to execute the agreement to the best of their knowledge and ability in accordance with the requirements of good workmanship. The agreement with the client is a best efforts obligation.
2. Both parties will cooperate in agreed procedures and will provide each other with the information required for the proper execution of the work as soon as possible after the other party has requested it. Objects, materials or data made available to Issuemakers for, by or on behalf of the client are held at the expense and risk of the client.
3. The parties will behave with care towards each other and will not unnecessarily harm each other's interests either within or outside this agreement.
4. Issuemakers undertake to keep secret everything that comes to the attention of the agency in the performance of its activities and that is of a confidential nature or of which the agency can be expected to recognize the confidential nature. Unless necessary to comply with a legal obligation, Issuemakers may only break this confidentiality with the permission of the client.
5. If Issuemakers do not carry out the work according to the client's wishes, the latter may suggest that Issuemakers carry out the work in a different manner. If Issuemakers is not prepared to comply with this request, the client is entitled to cancel the assignment. The provisions of Article 6 of these terms and conditions apply to this termination.

Article 6, Duration and Termination

1. Unless expressly agreed otherwise in writing, the agreement is deemed to have been entered into for an indefinite period. An agreement entered into for an indefinite period can be terminated at any time, taking into account the notice period stipulated in the agreement, or failing that, a period of three months.
2. An agreement entered into for a fixed period or for the time necessary for the completion of the assignment can, unless expressly stated otherwise in the agreement, be terminated in the interim by one of the parties only in writing, taking into account a notice period of three months.
3. In the event of premature termination of the agreement within the meaning of the previous paragraph of this article by the client, the client owes Issuemakers compensation during the notice period. This compensation is at least equal to the average of the fee as declared by Issuemakers over the twelve months preceding the notice period (or as much shorter as the agreement lasted). The foregoing applies without prejudice to the client's obligation to pay the invoices for work that the client has Issuemakers carry out during the notice period, insofar as these amount to more than the aforementioned average.
4. In the event of premature termination of the agreement by Issuemakers, the agency cannot claim any form of compensation other than for work carried out by Issuemakers during the notice period. Issuemakers is obliged to complete ongoing work normally and properly until the end of the notice period, unless the client decides otherwise. If the client so requests, Issuemakers is obliged to ensure an adequate transfer of the work.
5. Issuemakers has the right to terminate the agreement without judicial intervention and without observance of a notice period in the event that the client is declared bankrupt, applies for a suspension of payments, or seeks an agreement with creditors outside bankruptcy or suspension of payment, this without prejudice to the right Issue makers on damages for premature termination.
6. The agreement ends, without prejudice to the provisions of art.: 408-410 book 7 of the Dutch Civil Code and without prejudice to the provisions of the previous paragraphs of this article:
A. by completing the assignment;
B. if completion of the assignment has become impossible due to force majeure.

Article 7, Fees, costs and declaration

1. Issuemakers are remunerated on the basis of daily rates, unless another method of remuneration has been agreed. Other rewards may be a fixed fee per time unit (retainer fee) or a fixed price (per project or assignment).
2. Issuemakers is entitled to adjust its daily rates and/or fees that may be determined on a different basis under the agreement, after consultation with the client. Indexation can take place at most once a year and not earlier than three months after the conclusion of the agreement. Increases as referred to in the previous sentence will only be calculated after they have been communicated to the client.
3. If work is carried out on the basis of previously agreed budgets based on hourly or daily rates, Issuemakers may not deviate from these budgets, except in the event of an adjustment of rates as described above or in the event of an interim change to the agreement by the client. If the client reduces the scope of the agreement in the meantime, the client must continue to pay the original fee for the same period as provided for in Article 6, which deals with termination of an assignment. Issuemakers are obliged, if an exceedance of the mutually approved budget can be expected, to immediately inform the client and, if necessary, to submit a new budget for approval.
4. In addition to the fee, office costs and the costs of third parties engaged by Issuemakers in the context of the agreement are due. In budgets and declarations, costs are distinguished into: agency fees, office costs and, if applicable, third-party costs. Office costs include telephone, fax, postage, courier, photocopying, cutting and travel and accommodation costs.
5. In principle, the client will pay third party costs directly. If the payment from third parties is made via Issuemakers, Issuemakers is entitled to charge a surcharge for interest and administration costs. The agency is also entitled to request an advance on the costs. It is customary that all discounts on third-party deliveries are passed on to the client.
6. Unless otherwise agreed, Issuemakers will declare monthly in arrears the fee and office costs due for a calendar month. Third-party costs can be charged immediately after receipt of related invoices.

7. If the parties deviate from the standard of working with daily rates and have agreed that an hourly rate will be used, the hours worked must be sufficiently specified in the declaration.

8. All prices are exclusive of VAT, unless expressly stated otherwise.

Article 8, Preliminary work

1. If, before an agreement is concluded, Issuemakers' client requires Issuemakers to acquire specific knowledge tailored to the client in the communications field and/or knowledge regarding the client's specific problems, Issuemakers is entitled to reasonable compensation for this. .
2. Before Issuemakers carries out this preliminary work, Issuemakers will inform the client in writing that the work in question will be charged, even if the agreement is not concluded.

Article 9, Conflicts of Interest

1. Without written permission from the client, Issuemakers will not accept assignments where Issuemakers knows or should understand that their execution would conflict with the interests of existing clients.

Article 10, Use of more agencies

1. The client will only grant communication assignments to other communication consultancy firms or advisors after timely preliminary consultation with Issuemakers.

Article 11, Copyright

1. The client obtains from Issuemakers an unlimited license for the use of copyrighted works, which are created by Issuemakers in the execution of the agreement for the benefit of the client, on the understanding that the license only applies as soon as and as long as the client meets the financial obligations associated with making the copyrighted work available.
2. The license referred to above applies exclusively to use of the work in question by the client himself. Use by third parties is therefore not permitted without written permission from Issuemakers.

Article 12, Statements and communications

1. Statements and communications, in whatever form, made by Issuemakers on behalf of the client in the context of the execution of the agreement will be submitted to the client in advance for approval.

2. Statements and communications made by Issuemakers on behalf of the client in the context of the execution of the agreement are made exclusively at the expense and risk of the client. If a complaint is filed against the client with regard to such an expression/communication or a legal claim is brought against the client, the client will decide on the method of defense in consultation with Issuemakers.
3. If Issuemakers is involved in legal proceedings in connection with an expression/communication referred to in the previous paragraph or a complaint is filed against it, it will immediately inform the client thereof. It will be decided in consultation between the parties whether Issuemakers will defend themselves independently or whether the client will conduct the proceedings on behalf of Issuemakers. In both cases, all costs of handling the complaint and/or procedure will be borne by the client, including any judgment in legal costs or contribution to costs on behalf of the other party.
4. The client indemnifies Issuemakers against all claims from third parties based on the (in)correctness and the actual content of statements and communications made by Issuemakers on behalf of the client in the context of the execution of the agreement.

Article 13, Liability

1. Issuemakers is liable for consultancy work for damage caused by attributable shortcomings in the fulfillment of the obligations under the agreement. Shortcomings are attributable insofar as there is conduct or negligence on the part of Issuemakers that would not be expected of a reasonably competent and reasonably acting communications advisor.
2. Except in the case of intent or deliberate recklessness, liability for damage caused by the shortcoming in the performance of consultancy work is limited to the amount of the fee that Issuemakers has received for its work under the agreement. In the case of agreements with a term longer than six months, the liability referred to here is furthermore limited to a maximum of the invoice amount for the last six months prior to the shortcoming.
3. In the event of Issuemakers' liability for the delivery of goods, Issuemakers will, at its option, either pay compensation up to a maximum of the invoice value of the delivered goods, or replace the delivered goods free of charge.
4. Issuemakers is not liable for attributable shortcomings of third parties that Issuemakers has engaged with the client's permission. To the extent that Issuemakers can assert claims for damages against a third party, whom it has engaged with the consent of the client, that do not belong directly to the client, Issuemakers will do everything and enable the client where possible to assert those claims. The costs thereof will be borne by the client.
5. Issuemakers is not obliged to pay compensation for more or other damage, including consequential damage, than stated in the previous paragraphs of this article.
6. Any claims by the client as referred to in this article must be submitted in writing to Issuemakers within six months after the shortcoming has been discovered, or could reasonably have been discovered, otherwise the claims will lapse.

Article 14, Complaints

1. Disputes between the client and Issuemakers as a result of the agreement or its implementation will be decided by the court that has jurisdiction over the place of business of Issuemakers.
2. Dutch law applies to these general terms and conditions and the agreement.

General terms and conditions for the provision of services and supply of goods by Issuemakers.

Article 1

Issuemakers: the agency commissioned by the client to provide services or supply goods.
The client: the natural or legal person who has asked Issuemakers for an offer or placed an order with Issuemakers to provide services or supply goods.
The agreement: the agreement between Issuemakers and the client as concluded or to be concluded with the applicability of these general terms and conditions.

Article 2. Application and validity of these general terms and conditions

These general terms and conditions apply to the conclusion, contents and performance of all agreements concluded between Issuemakers and the client.
Any deviations from these general terms and conditions shall only be valid to the extent that these deviations have been agreed in writing between the parties.
Any general (procurement) terms and conditions of the client shall only apply if it has been expressly agreed in writing that they shall apply with the exclusion of these general terms and conditions.

Article 3. Quotations, offerings

All offers made by or on behalf of Issuemakers shall be without obligation. The mere fact that an offer is made shall not oblige Issuemakers to conclude an agreement. The date of confirmation by Issuemakers shall be considered as the date of conclusion of the agreement. Any additional agreements or amendments made subsequently shall only be valid if Issuemakers has confirmed them in writing and the client has not objected to them in writing within eight days.
Issuemakers reserves the copyright in the texts, strategic concepts, images, drawings, sketches, designs and calculations provided with its offers or on other occasions, such as the preliminary work referred to in article 8. They shall remain the property of Issuemakers and may not be copied or shown or made available to third parties or used in any other way by the client without Issuemakers' explicit prior written consent. They must be immediately returned to Issuemakers upon Issuemakers' request.

Article 4. Agreement

Except insofar as the agreement also provides for the delivery of goods, the cooperation between the client and Issuemakers shall be a contract for services.

Article 5. General obligations of the parties

Issuemakers undertake to perform the agreement to the best of its knowledge and ability in accordance with the requirements of good workmanship. The agreement with the client is a best-effort obligation.
Both parties shall cooperate in any agreed procedures and provide each other with the information required for the proper performance of the work as soon as possible after the other party has requested it. Any objects, materials or data made available to Issuemakers for, by or on behalf of the client shall be held at the client's expense and risk.
The parties will act with due care towards each other and will not harm each other's interests either within or beyond the scope of this agreement unnecessarily.
Issuemakers undertakes to keep confidential all information that comes to its knowledge in the performance of its work and is of a confidential nature or the confidential nature of which should be deemed to be known to Issuemakers. Unless Issuemakers is required to comply with a statutory obligation, it may only breach that confidentiality with the client's consent.
If Issuemakers does not perform the work to the client's satisfaction, the latter may request Issuemakers to perform that work in a different manner. If Issuemakers is unwilling to comply with this request, the client is authorized to terminate its assignment. The provisions of article 6 of these terms and conditions shall apply to such termination.

Article 6. Duration and termination

Unless expressly agreed otherwise in writing, the agreement shall be deemed to have been entered into for an indefinite period. An agreement entered into for an indefinite period may be terminated at any time with due observance of the notice period provided for in the agreement, or, in the absence thereof, with due observance of a period of three months.
An agreement entered into for a definite period or for the time necessary for the completion of the assignment may be prematurely terminated by either of the parties, in writing only, with due observance of a three-month notice period, unless the agreement expressly provides otherwise .
In the event of the early termination of the agreement as referred to in the previous paragraph of this article by the client, the client shall owe Issuemakers compensation during the notice period. This compensation shall be at least equal to the average of the fee as invoiced by Issuemakers in respect of the twelve months preceding the notice period (or so much shorter as the agreement has lasted). The foregoing applies without prejudice to the client's obligation to pay the invoices for any work the client arranged for Issuemakers to perform during the notice period, insofar as this exceeds the above-mentioned average.
In the event of the early termination of the agreement by Issuemakers, the agency cannot claim any form of compensation other than for work performed by Issuemakers during the notice period. Issuemakers is obliged to complete the ongoing work normally and properly until the end of the notice period, unless the client decides otherwise. If the client so requests, Issuemakers is obliged to arrange for an adequate transfer of the work.
Issuemakers shall be entitled to terminate the agreement without court intervention and without observing a notice period, if the client is declared bankrupt, applies for a suspension of payments or seeks an arrangement with its creditors outside of bankruptcy or a suspension of payments, without prejudice to Issuemakers' right to claim damages for premature termination.
Without prejudice to the provisions of Sections 408-410 of Book 7 of the Dutch Civil Code and without prejudice to the provisions of the previous paragraphs of this article, the agreement shall end:
through the completion of the assignment;
if the completion of the assignment has become impossible due to force majeure.

Article 7. Fees, expenses and claims

Issuemakers' remuneration shall be based on daily rates, unless a different remuneration method has been agreed. A different remuneration method could be a fixed fee per unit of time (retainer fee) or a fixed price (per project/assignment).
Issuemakers shall be entitled to adjust its daily rates and/or fees determined on a different basis pursuant to an agreement, if applicable, after consultation with the client. Indexation may take place once a year at most and not earlier than three months after the conclusion of the agreement. The increases referred to in the previous sentence shall only be calculated after they have been communicated to the client.
If work is performed on the basis of previously agreed budgets with hourly or daily rates as the basis, Issuemakers may not deviate from these budgets, except in the event of an adjustment of the rates as described above or in the event of an interim modification of the agreement by the client. If the client reduces the scope of the agreement in the interim, the client must continue to pay the original fee for the same length of time as provided for in article 6, which deals with the cancellation of an assignment. Issuemakers is obliged to immediately inform the client if an overrun of the mutually approved budget can be anticipated, and, if necessary, to submit a new budget for approval.
In addition to the fee, the agency costs and the costs of third parties engaged by Issuemakers in the context of the agreement shall be payable by the client. In budgets and invoices, the costs shall be broken down into: agency fee, agency costs and, if applicable, third-party costs. Agency fees shall include telephone, fax, postage, courier, photocopying, clipping and travel and accommodation expenses.
In principle, the client will pay the third-party costs directly. If any third parties are paid via Issuemakers, Issuemakers shall be entitled to charge a surcharge for interest and administration costs. In that case the agency shall also be entitled to require an advance payment on the costs. It is customary for all discounts on third-party supplies to be passed on to the client.
Unless otherwise agreed, Issuemakers shall invoice the fees and agency fees that are due and payable in respect of a calendar month every month in arrears. Third-party costs may be charged immediately upon receipt of the related invoices.
If the parties deviate from the standard of working with daily rates and have agreed to use an hourly rate, the hours worked should be sufficiently specified in the invoice.
All prices shall be exclusive of VAT, unless explicitly stated otherwise.

Article 8. Preliminary work

If the client requires Issuemakers, before concluding an agreement, to acquire specific knowledge in the area of the client's communication field and/or knowledge of the client's specific problems, Issuemakers is entitled to reasonable compensation for this.
Before performing this preliminary work, Issuemakers shall notify the client in writing that the above-mentioned work will be charged, even if the agreement is not concluded.

Article 9. Conflicting interests

Except with the written consent of the client, Issuemakers will not accept any assignments for which Issuemakers knows or should understand that their execution would conflict with the interests of existing clients.

Article 10. Use of several agencies

The client will only grant communication assignments to other communication consultancies or consultants after having timely consulted Issuemakers in advance.

Article 11. Copyright

Issuemakers grants the client a license for an indefinite period of time for the use of copyright-protected works created by Issuemakers for the client in the execution of the agreement, on the understanding that the license shall only be valid as soon and for as long as the client complies with the financial obligations associated with the provision of the copyright-protected work.
The license referred to the above shall apply exclusively to the use of the work in question by the client itself. Its use by third parties shall therefore not be permitted, except with Issuemakers' written consent.

Article 12. Statements and communications

Statements and communications in any form made by Issuemakers on behalf of the client in the context of the execution of the agreement will be submitted to the client for its prior approval.
Any statements and communications made by Issuemakers on behalf of the client in the context of the execution of the agreement shall be made at the client's expense and risk only. If a complaint is filed against the client or a legal action is taken against the client in respect of such a statement/communication, the client will decide on the manner of defense in consultation with Issuemakers.
If Issuemakers is involved in legal proceedings in connection with a statement/communication as referred to in the previous paragraph or a complaint is filed against Issuemakers, it shall immediately notify the client. The parties shall decide by mutual agreement whether Issuemakers will raise a defense independently or whether the client will conduct the proceedings in Issuemakers' name. In either case, all costs of handling the complaint and/or proceedings shall be for the account of the client, including any order to pay legal costs or to contribute to the costs for the benefit of the other party.
The client shall indemnify Issuemakers against all third-party claims based on the (in)accuracy and factual content of any statements and communications made by Issuemakers on behalf of the client in the context of the performance of the agreement.

Article 13. Liability

In the case of consultancy work, Issuemakers shall be liable for damages arising from culpable shortcomings in the performance of its obligations under the agreement. Shortcomings are culpable insofar as there has been any act or omission on the part of Issuemakers that a reasonably competent and reasonably acting communication consultant could not be expected to make.
Except in the case of an intentional act or omission or deliberate recklessness, the liability for the damage caused by the shortcoming in the performance of consultancy work shall be limited to the amount of the fee Issuemakers has received for its work within the scope of the agreement . In the case of agreements with a duration of more than six months, the liability referred to here shall furthermore be limited to a maximum of the fee invoiced in respect of the last six months prior to the shortcoming.
If Issuemakers is liable for the delivery of any goods, Issuemakers shall, at its option, either pay compensation up to the invoice value of the delivered goods or replace the delivered goods free of charge.
Issuemakers shall not be liable for culpable shortcomings of third parties engaged by Issuemakers with the client's consent. Insofar as Issuemakers can enforce claims for compensation against a third party engaged by Issuemakers with the client's consent which are not claims of the client directly, Issuemakers shall do everything possible or enable the client, where possible, to enforce such claims. The costs thereof shall be borne by the client.
Issuemakers shall not be obliged to pay compensation for any further damage or damage other than the damage stipulated in the preceding paragraphs of this article, including consequential damage.
Any claims of the client as referred to in this article must be made and submitted in writing to Issuemakers within six months after the shortcoming was discovered, or could reasonably have been discovered, failing which the claims shall lapse.

Article 14. Complaints

Any disputes between the client and Issuemakers arising from the agreement or its performance shall be decided by the district court having jurisdiction for the place of business of Issuemakers.
These general terms and conditions and the agreement shall be governed by Dutch law.

Disclaimer

This is a translation of the Dutch general terms and conditions of Issuemakers for information purposes. In the case of discrepancies between the Dutch and the English version of these terms and conditions or disputes about the interpretation of any of its provisions, the Dutch version shall prevail.