Terms of business

Definitions 1.1
In these general terms and conditions (“Terms”), the following terms shall mean: Agency: Sinc Media BV, located in Amsterdam, as well as its legal successors under general or particular title; Client: any natural person or legal entity that obtains Services from the Agency, or who enters into an Agreement with the Agency or is negotiating with the Agency about entering into an Agreement; Agreement: any agreement that is concluded between the Agency and the Client, any amendment or addition thereto, as well as all (legal) actions for the execution of that agreement and, retrospectively, all (legal) actions needed for entering into that agreement; Services: the advice and guidance by the Agency in the field of marketing communication with regard to goods, services and/or brands of the Client pursuant to an Agreement; Materials: all designs, texts, descriptions, reports, advice, artistic performances, digital files, digital applications, films, and other materials developed or caused to be developed by the Agency in connection with an Agreement; Suppliers: all third parties who, at the request of the Agency, provide products or services to the Agency in connection with the execution of an Agreement, including but not limited to freelancers, production companies, graphic companies, illustrators, photographers, models, casting agencies, research agencies, media operators, media purchasing and advisory agencies, website builders, composers, musicians, and collective rights agencies.

Applicability 2.1
These Terms are part of all Agreements between Agency and Client and apply to all quotations, budgets, assignment proposals, and all other actions and legal actions of the Agency and Client, and also apply, as far as possible, to any third parties acting as authorized agents of the Client.

2.2
When the Agency engages a Supplier for the execution of the Agreement, the conditions under which the agreement between the Agency and the Supplier is concluded will also apply to the Agreement between the Agency and the Client, without prejudice to the other rights and obligations between the Agency and the Client arising from the Agreement. If the Client has not received a copy of the Supplier's terms, the Agency will send these free of charge upon first request.

2.3
In the event of a conflict between these Terms and the terms applicable to the Agency from a Supplier, the terms to which the Agency is bound concerning a particular subject vis-à-vis a Supplier shall prevail. The applicability of the general terms and conditions of the Client is expressly rejected.

Formation of Agreements 3.1
An offer, budget, or quote does not bind the Agency and only serves as an invitation to grant an assignment by the Client. An Agreement is only concluded to the extent that the Agency accepts an assignment from the Client in writing, or if the Agency gives execution to an assignment. If the Agency performs any services at the request of the Client before an Agreement has been concluded, the Client will pay the Agency according to the Agency's current rates.

3.2
Changes to an Agreement can only be agreed upon in writing. If a change involves a substantial reduction of the Services, the Agency may require that the Formation of Agreements change only takes effect after the expiration of a period equal to the notice period as defined in Article 12.1. The costs related to changes in the Agreement are borne by the Client.

3.3
The Agency is entitled to reject an offer or assignment without giving reasons. Even after the conclusion of an Agreement, the Agency is entitled to cancel an offer or assignment without giving reasons, up to one week after approval by the Client of a budget or assignment proposal, in which case the Agency is not obliged to do more than refund the amount possibly prepaid by the Client.

Execution of Agreements 4.1
Unless otherwise agreed in writing, Assignments are executed during normal working hours and under normal circumstances. If it appears during execution that adjustments or deviations from the Agreement are useful or necessary, the Agency will consult with the Client.

4.2
The Agency shall make a contact report of all contacts with the Client about the execution of the Agreement unless the content of the contact concerned is of such minor importance that there is reasonably no reason to do so.

4.3
The Client will check all contact reports as soon as possible and approve them in writing or by email. Contact reports are deemed to have been approved by the Client if the Client does not respond in writing within four working days after receiving the contact report.

4.4
If so much urgency is required that the approval mentioned in paragraph 3 of this article cannot be awaited, the Agency may require the Client to confirm the correctness of a contact report in writing immediately before the Agency proceeds to provide the agreed Services.

4.5
Desired changes to given assignments must be communicated to the Agency in time and in writing. Verbally communicated changes are at the risk of the Agency.

4.6
Exceeding the budget included in the assignment proposal by up to 10% is accepted by the Client as budget risk and does not need to be reported in advance by the Agency to the Client. Stated delivery times are never to be considered a fatal deadline unless expressly agreed otherwise in writing. In the event of late delivery, the Agency must therefore be put in writing in default before it is in default.

4.7
If the Client accepts the Materials resulting from the respective assignment after Sinc has completed the agreed Services, any activities related to these Materials to be carried out by Sinc afterward will be budgeted and billed separately by Sinc.

4.8
The Agency will keep the Materials for three calendar years. At the end of this period, the Agency may ask the Client whether it wishes the Materials to be kept longer, and then at a reasonable fee, by the Agency. Unless the Client then requests that the Materials be kept longer or destroyed, the Agency will send the Materials to the Client, provided the relevant invoices have been paid, or reasonable security has been provided for them.

Execution of Agreements
5.1
The Client may only cancel an assignment in writing if a change of circumstances has occurred after the conclusion of an Agreement or the granting of the assignment that is of such a nature that it cannot reasonably be required that the Agreement (in unmodified form) remains in force and the Agency accepts this cancellation. In that case, the Client will pay the Agency a fee for the services performed based on time spent and costs incurred. This also includes the obligations already entered into by the Agency with Suppliers. In addition, the Client will owe compensation for lost profit concerning the canceled assignment.

Suppliers
6.1
The Agency is entitled to use Suppliers selected by the Agency in the execution of the Agreement. In that case, the Agency is also liable to the Client for a mistake made by that Supplier.

6.2
The provision in the previous paragraph does not apply, notwithstanding the other provisions in Article 2.2, if the conditions applicable between the Supplier and the Agency limit the liability of the Supplier to the Agency. This limitation of liability also applies to the relationship between the Client and the Agency.

6.3
If the Agency uses Suppliers selected by the Client in the execution of the Agreement, the responsibility for the choice and performance of the Suppliers rests with the Client.

6.4
The Agency ensures that Suppliers invoice the Agency with specifications of all goods and services delivered per assignment. The Agency will charge the invoiced amounts to the Client through its invoice.

Remuneration and Invoicing
7.1
The Agency's services are remunerated by the Client based on the budget prepared and approved by the Client.

7.2
The Client acknowledges that the Agency may enjoy benefits in the form of discounts, commissions or otherwise, including but not limited to surcommissions, tariff reductions concerning media placements or amounts that the Media Operator or other third party has (so far) failed to charge, financial benefits related to the Client's expenditure with the relevant Media Operator in comparison to the total expenditure concerning Media Placements of the Client as well as income in connection with music composed by third parties on behalf of the Agency. Unless expressly agreed otherwise in writing, the above-mentioned benefits shall fully accrue to the Agency.

7.3
If the Client requires that the Agency does not perform services for products or services that directly compete with the Client's product, service and/or brand, the Agency is entitled to a mutually agreed exclusivity fee.

7.4
The Agency invoices the Services per assignment and/or time period. Invoicing will take place within 15 days after the month in which the Services were performed by the Agency and/or Suppliers. The Agency is entitled to pre- or partial invoicing if the activities represent a value of more than EUR 10,000 or to the extent that the scope and nature of the activities require this in its opinion.

7.5
Notwithstanding the previous paragraph, the production costs of commercials and media costs must have been fully paid by the Client to the Agency before the time at which the Agency is obliged to pay these costs.

7.6
All prices of the Agency are expressed in EUR and are exclusive of VAT. Unless expressly agreed otherwise, all levies or taxes imposed or levied concerning the Services are borne by the Client. The Agency may pass on any change in the factors influencing its price, including third-party prices, exchange rates, insurance rates, and other levies or taxes, to the Client.

Remuneration and Invoicing
8.1
The Client pays the invoices within thirty days of the invoice date. The mere expiry of a payment term puts the Client in default. In that case, all of the Agency's claims on the Client are immediately and entirely due. The Client owes the statutory (commercial) interest from that day on all amounts not paid by the last day of the payment term, without further notice of default.

8.2
All payments will be made without discount, withholding, or setoff to a bank account designated by the Agency. The Client never has the right to suspend its payment obligation.

8.3
All costs of the Agency to obtain the amounts due outside of court are for the Client's account. These costs amount to a minimum of 15% of the amount owed to the Agency and will never be less than EUR 250 per outstanding invoice, without prejudice to the Agency's right to claim the actual costs.

8.4
Regardless of a contrary declaration, payments by the Client are deemed to have been made on debts in the order: interest, (extrajudicial) collection costs, due principal sums (the older before the younger). General Conditions

Intellectual Property Rights
9.1
The Client guarantees to the Agency that no third-party (intellectual) property rights rest on goods made available to the Agency in the context of an Agreement, or that the Client has obtained permission, also on behalf of the Agency, to (have) use those goods. The Client also guarantees that the use of those goods

Force Majeure
11.1
If the Agency is unable to fulfill its obligations to the Client due to force majeure, those obligations are suspended for the duration of the force majeure situation. If the force majeure situation has lasted for a month, both parties have the right to dissolve the Agreement in writing, in whole or in part, to the extent that such dissolution is reasonably necessary. In the event of force majeure, the Client is not entitled to any compensation, even if the Agency may have any advantage as a result of the force majeure.

11.2
Force majeure of the Agency is understood to mean any circumstance independent of the will of the Agency, which completely or partially prevents the fulfillment of its obligations to the Client, or whereby fulfillment cannot reasonably be required of the Agency, regardless of whether that circumstance was foreseeable at the time of concluding the Agreement. These circumstances also include: strikes and lockouts, stagnation or other problems in the production by the Agency or its Suppliers or their suppliers, or in its own or third-party provided transport, or measures by government authorities.

Force Majeure
12.1
Agreements are entered into for an indefinite period unless expressly agreed otherwise. The Client and the Agency are both entitled to terminate an Agreement by registered letter, with a notice period of at least six months. During the notice period, the current obligations of the Client and the Agency remain in force. The remuneration of the Agency will at least be equal to the highest amount of: (a) the fee charged by the Agency for the notice period based on normal remuneration agreements and (b) six times the average monthly fee over the twelve-month period preceding the notice period.

12.2
If the Client does not properly or timely fulfill any obligation that might arise from the Agreement, the Client is in default, and the Agency is entitled, without notice or judicial intervention, to suspend the execution of the Agreement until payment is sufficiently secured and/or to dissolve the Agreement with the Client in whole or in part, without prejudice to other rights of the Agency under any Agreement with the Client and without the Agency being liable for any compensation.

12.3
In the event of bankruptcy, (provisional) suspension of payment, cessation or liquidation of the Client's business, or if the Client knows that one of these situations will occur, the Client is obliged to notify the Agency as soon as possible, and all Agreements with the Client will be dissolved by operation of law unless the Agency informs the Client that it wishes to continue part of the Agreement, in which case the Agency is entitled without notice to suspend the execution of the Agreements until payment is sufficiently secured and/or to suspend all its possible payment obligations towards the Client, without prejudice to other rights of the Agency under any Agreement with the Client and without the Agency being liable for any compensation.

12.4
In the event of an occurrence as referred to in the previous paragraph, all claims of the Agency on the Client are immediately and fully due, and the Agency is entitled to take back the relevant products. In that case, the Agency and its authorized representative(s) are entitled to enter the premises and buildings used by the Client to take possession of the products.

12.5
If the Agency exercises its right of dissolution as mentioned in article 12.3 or if a situation as referred to in article 12.4 occurs, the Agency is authorized to offset any amount to be refunded to the Client with a fee for work already performed as well as a compensation for lost profits.

Exclusivity
13.1
During the term of an Agreement, neither the Client nor its Dutch group companies will commission other agencies to perform services that are the same or similar to the services to be performed by the Agency on behalf of the Client within the framework of the Agreement without the written consent of the Agency.

Final Provisions
14.1
The Agency is allowed to transfer the rights and obligations described in any Agreement with the Client to third parties. The Agency is not liable for any compensation in this regard. The Client cannot transfer rights and obligations from any agreement to third parties without the consent of the Agency.

14.2
An Agreement, including these Terms and Conditions, is a complete representation of the rights and obligations of the parties and replaces all prior written and oral agreements, statements, expressions, or behaviors of the parties.

14.3
These Terms and Conditions, as well as all Agreements, are subject to Dutch law. All disputes arising from an Agreement or these Terms and Conditions are exclusively subject to the judgment of the competent court in Amsterdam.

14.4
If and insofar as no appeal can be made to any provision of these conditions due to a mandatory statutory provision, the unreasonable nature of these conditions, or on the grounds of reasonableness and fairness, the corresponding provision shall be given, as far as content and scope, as much as possible a corresponding meaning so that the provision can be invoked.

14.5
These conditions can be changed by a simple statement from the Agency to the Client. In the absence of protest within 30 days of notification, the amended Terms and Conditions apply from the day of notification to all new Agreements and to all ongoing Agreements insofar as they are executed after the day of notification.

Sinc Media BV, Helicopterstraat 3, 1059 CE, Amsterdam, Netherlands
+31 (0)20 623 46 84
www.sinc.agency
These General Terms and Conditions have been deposited with the Chamber of Commerce in Amsterdam.

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