Terms and Conditions
january 27th 2025
ARTICLE 1 DEFINITIONS
1.1 Contractor: the business assistant and/or service provider performing work for the Client and the user of these general terms and conditions.
1.2 Client: the natural or legal person acting in the exercise of a profession or business and entering into or intending to enter into an agreement with the Contractor.
1.3 Assignment: the work performed by the Contractor for the Client based on an agreement.
1.4 In Writing: communication by mail, email, or other digital means.
1.5 Parties: the Contractor and the Client jointly.
ARTICLE 2 APPLICABILITY
2.1 These general terms and conditions apply to all quotations, agreements, invoices, and services of the Contractor.
2.2 Deviations are only valid if confirmed in Writing by the Contractor.
2.3 The Contractor may amend these general terms and conditions. The Client will be informed of any changes in advance and in Writing.
2.4 If any provision of these general terms and conditions is found to be invalid, the remaining provisions shall remain in full force and effect.
ARTICLE 3 AGREEMENT
3.1 These general terms and conditions apply to the formation, content, and performance of all agreements, digital products, photography, advice, offers, quotations, and all other services and products provided by the Contractor to the Client.
3.2 By signing an agreement with the Contractor, confirming an assignment or quotation by email, or purchasing a digital product, the Client/Purchaser acknowledges having read and agreed to these general terms and conditions.
3.3 These general terms and conditions may be amended or supplemented at any time.
3.4 Assignments must be confirmed in Writing by the Client.
3.5 Changes to the original agreement between the Client and the Contractor and to these general terms and conditions are only valid from the moment they are confirmed in Writing by the Contractor.
ARTICLE 4 QUOTATION
4.1 All oral and written offers and price quotations from the Contractor are non-binding and valid for a maximum of 30 days. Price quotations may change due to unforeseen modifications in the work or a change in the assignment. Oral agreements are only binding once confirmed in Writing by the Contractor, including any changes to the original assignment.
4.2 The Contractor is not bound by offers if the Client can reasonably understand that the offer or any part thereof contains an obvious mistake or clerical error.
4.3 A combined price quotation does not oblige the Contractor to perform part of the assignment at a corresponding portion of the stated price. Offers and quotations do not automatically apply to future assignments.
4.4 If it turns out that the information provided by the Client is incorrect or incomplete, the Contractor has the right to modify the prices and conditions in the agreement.
ARTICLE 5 EXECUTION
5.1 The Contractor will perform the Assignment to the best of their ability and judgment, without guaranteeing a specific result.
5.2 The agreement between the Contractor and the Client is entered into for a fixed period unless the nature of the agreement dictates otherwise or unless the Parties expressly agree otherwise in Writing.
5.3 After the agreement has been concluded, the Contractor will fulfill it to the best of their ability, with due diligence and professionalism.
5.4 The Client is obliged to take all reasonable and necessary actions to enable the timely and proper delivery of the Contractor’s work, particularly by providing complete and clear data or materials on time.
5.5 The Contractor is entitled to execute the agreement in different phases and to invoice each completed phase separately.
5.6 If the agreement is carried out in phases, the Contractor may suspend the execution of subsequent phases until the Client has approved the results of the preceding phase by email.
5.7 Stated delivery times are never strict deadlines and should be considered as estimates. The delivery period begins once all necessary and agreed-upon conditions for executing the assignment have been met. Exceeding the agreed delivery times, regardless of the cause, does not entitle the Client to compensation.
5.8 If the Client wishes to modify the scope of the work after accepting the agreement, they must submit a detailed request in Writing to the Contractor. Based on the Client’s request, the Contractor is entitled to adjust the start date, delivery date, or other agreed-upon deadlines, including the general terms and conditions. The costs for the requested modification are in addition to all other amounts payable under this agreement, regardless of a maximum budget, contract price, or final price. The Client must respond in Writing within 10 days to accept or reject the new proposal. If the Client rejects the new proposal, the Contractor is not obliged to perform work that was not included in the original agreement.
5.9 The Contractor has the right to outsource the execution of the agreement, in whole or in part, to third parties. The applicability of Article 7:404, paragraph 2, and 7:409 of the Dutch Civil Code is expressly excluded.
5.10 The Client must provide all necessary information and access in a timely manner to ensure the correct execution of the Assignment.
5.11 The Contractor also works for other clients, including potential competitors of the Client.
5.12 The Contractor has the right to use stock photos, videos, and vectors to execute the assignment.
5.13 If the Client provides an image or graphic design for use in the design work, they agree that they have the rights to use that image or design. The Contractor is not liable for any misuse of copyrighted images.
5.14 Before final delivery, the Contractor will allow the Client to review and approve the final designs. Upon the Contractor’s request, the Client must confirm their approval or request changes in Writing within 10 days. If the Client fails to respond within the specified period, the designs will be considered approved and accepted. Any objections, corrections, and modifications thereafter are subject to the general terms and conditions of the agreement.
5.15 All Client requests for corrections and modifications after Written approval and/or project completion will be charged based on the Contractor’s applicable (hourly) rates and additional costs.
5.16 Conducting tests, applying for licenses, and assessing whether the Client’s instructions comply with legal standards do not fall within the Contractor’s responsibilities.
5.17 Any delay caused by the Client will result in a day-by-day extension of the deadline for all deliveries. If the Client’s delays exceed 30 days, the Contractor may choose to terminate the agreement.
5.18 The Contractor is not responsible for troubleshooting or training the Client in the use of delivered digital products, Showit, or other programs and applications. Digital products are provided with basic instructions, but practical knowledge of Showit is essential. The Contractor can assist with instructions but does not provide workshops or tutorials.
5.19 The Contractor is not responsible for typographical errors, spelling mistakes, or incorrect information in delivered products. The Client must review and approve all design work before the final files are completed.
ARTICLE 6 PRICE & PAYMENT
6.1 The Contractor reserves the right to change rates with Written notice at least 30 calendar days in advance.
6.2 Invoices must be paid within the stated payment term. If payment is not made on time, the Client will be in default by operation of law and will owe statutory commercial interest.
6.3 Any objections to an invoice do not suspend the Client’s payment obligation.
6.4 The prices for the services provided by the Contractor are in euros and exclude VAT and any additional costs related to the agreement, such as Showit licenses, hosting, etc.
6.5 Photography prices exclude 21% VAT and include travel costs (Rotterdam region). The stated prices for digital products, such as Showit templates, include 21% VAT.
6.6 All payments must be made 100% in advance upon agreement of the assignment, in the manner specified by the Contractor, unless otherwise agreed in Writing.
6.7 Payment for the offered digital products is made online using the available payment methods. The product is delivered digitally and automatically via email after successful payment.
6.8 By placing an order and paying for a digital product, the buyer enters into a final purchase agreement with the Contractor. The terms of this agreement are available from the Contractor before and at the time of ordering a product. During the ordering process, you must also accept these terms.
6.9 Late payment may result in the suspension of delivery and/or a photography session. Once the outstanding amount has been paid, the products and services will be delivered. Refunds for photography work are not possible after payment and confirmed appointments. Delivery of photography work occurs within 14 days of the photography session date.
6.10 The Contractor is entitled to require an advance payment (deposit) from the Client before commencing work on the assignment.
6.11 Payment must be made without any right to discount, set-off, or suspension.
6.12 If the Client fails to fulfill their payment obligations, the Contractor is entitled to suspend all work for the Client and terminate the unexecuted portion of the agreement without notice of default or judicial intervention, without prejudice to the right to claim compensation for any resulting damages. In such cases, the Client is explicitly prohibited from using any designs and/or final products provided, and any licenses granted under the agreement will be revoked.
6.13 The Contractor has the right to allocate payments received from the Client first to outstanding costs, then to accrued interest, and finally to the principal sum and ongoing interest. The Contractor may refuse an offer of payment if the Client specifies a different allocation order. The Contractor may also refuse full repayment of the principal amount if the accrued and ongoing interest and collection costs are not paid simultaneously.
6.14 The Client is not entitled to offset any amount owed to the Contractor. Objections to an invoice amount do not suspend the Client’s payment obligation.
6.15 Failure to pay a portion of the agreed amount does not obligate the Contractor to deliver or execute a corresponding portion of the assignment.
ARTICLE 7 INTELLECTUAL PROPERTY
7.1 All intellectual property rights arising from the assignment, including digital products and photography work such as patent rights, design rights, and copyrights, belong to the Contractor unless otherwise agreed in Writing between the Parties. If such a right can only be obtained through filing or registration, only the Contractor is authorized to do so.
7.2 The Contractor is always entitled to sign the design in a modest manner and/or have their name mentioned in the colophon of a publication or as a hyperlink to their own website. The manner of this attribution will be determined in mutual consultation.
7.3 The working drawings, prototypes, design sketches, prints, photos, films, and other materials or (electronic) (source) files created by the Contractor within the scope of the assignment remain the property of the Contractor, regardless of whether they are managed by the Client.
ARTICLE 8 COPYRIGHT AND LICENSES
8.1 When the Client fully complies with their obligations under the agreement with the Contractor or purchases a digital product from the Contractor, they obtain a non-exclusive, non-transferable license to use the (graphic) design and/or photographic work for normal business purposes.
8.2 The Contractor's digital products are copyrighted. It is not permitted to copy, distribute, and/or commercially exploit the purchased digital products.
8.3 It is not allowed to create "derivative works" by modifying digital products and then distributing or commercially exploiting them.
8.4 The Client is solely responsible for obtaining licenses from third parties for copyrighted material used in final products. Copyrighted material includes, but is not limited to: fonts, software, branding elements, photos, and compositions.
8.5 Modifications to any delivery, design, or photographic work are prohibited without the Contractor’s explicit consent. The Contractor must be given the first opportunity to make the required changes. Unauthorized modifications will be considered additional use and subsequently invoiced.
8.6 The Contractor has the freedom to use and display all delivered products and materials for self-promotion. The Contractor reserves the right to reproduce and publish the delivered work in their portfolio and on their website, including galleries, blogs, magazines, and other media.
8.7 If no specific license terms are agreed upon, the license shall never exceed the right to use the work in its original form for the purpose, circulation, and manner intended by both parties at the time of the agreement, according to the Contractor’s interpretation.
8.8 Unless otherwise agreed, the Client is not authorized to grant sublicenses to third parties.
8.9 Any unauthorized use of (photographic) work that was not agreed upon will be considered an infringement of the Contractor's copyright. The use of materials without permission may result in claims for damages.
8.10 The Contractor's name must be clearly credited with any use of photographic work or included as a reference in the publication.
8.11 If this condition is not met, the Contractor is entitled to compensation of at least 100% of the standard license fee they apply, without losing the right to claim additional damages (including the right to compensation for all direct and indirect damages and all actual legal and extrajudicial costs).
ARTICLE 9 CONFIDENTIALITY
9.1 Both Parties are obligated to maintain the confidentiality of confidential information obtained during the collaboration. This also applies to any third parties involved.
ARTICLE 10 ADDITIONAL WORK
10.1 Work or other services outside the agreed contract or other agreed-upon services and/or products are considered additional work. Any modifications to accepted work and the resulting costs due to incorrect information provided by the Client are also considered additional work. If no compensation for additional work has been agreed upon between the Contractor and the Client, both parties will negotiate a reasonable fee based on the Contractor’s applicable (hourly) rates and additional costs.
10.2 If a fixed price has been agreed upon for services and products, and the parties intend to enter into a separate agreement regarding extra work or services, the Contractor will inform the Client in advance about the financial consequences of such additional work or services.
10.3 If the Contractor is required to perform additional or different work due to the Client's failure to provide complete, accurate, and clear data/materials in a timely manner or due to a modified or incorrect order or briefing, such additional work will be invoiced separately. This additional work will be discussed and calculated separately between the parties. If the Contractor deems additional work necessary, they will immediately inform the Client. If no agreement is reached regarding the necessary additional work, the Contractor is entitled to halt work and settle the costs incurred.
ARTICLE 11 DURATION, TERMINATION, DISSOLUTION & CANCELLATION
11.1 All agreements are entered into for the duration of the project unless otherwise agreed in writing.
11.2 Digital products provided by the Contractor are non-refundable. Cancellation of an already executed and delivered order is therefore not possible.
11.3 By placing your order, you agree that digital products will be delivered immediately during the withdrawal period, and you waive your right of withdrawal.
11.4 In the case of a booked photo session, the session will be rescheduled in consultation in case of illness or extreme weather conditions. Cancellation of the session is possible up to at least 48 hours before the scheduled date, thereby dissolving the agreement. If the session is canceled within 48 hours before the start, a fee of €75 excluding VAT will be charged.
11.5 In case of illness, the Contractor will cancel the session via email and phone at least 24 hours before the scheduled date. The Client is responsible for ensuring their availability. The Contractor is not liable for the Client's unavailability.
11.6 If the Client terminates an agreement, they must pay compensation for damages, additional work, and costs incurred for services rendered up to that point.
11.7 The Contractor is entitled to suspend its obligations or terminate the agreement if the Client fails to meet their contractual obligations in full or on time. If termination occurs due to a breach by the Client, they must compensate for damages, additional work, and incurred costs. Actions by the Client that make it unreasonable for the Contractor to complete the assignment are also considered a breach.
11.8 The compensation as referred to in Articles 11.6 and 11.7 will include, at a minimum, costs arising from third-party agreements made by the Contractor and at least 50% of the remaining fee the Client would have owed upon full completion of the assignment.
11.9 If the Client violates the general terms and conditions one or more times, the Contractor reserves the right to temporarily or permanently deny further services without refund.
11.10 The Contractor may terminate the agreement immediately, without judicial intervention or notice of default, if the Client is declared bankrupt, applies for a moratorium, is placed under guardianship, has debts restructured, or otherwise loses control over their assets. The Client is not entitled to any compensation or refund. In such cases, the Contractor’s claims are immediately due.
11.11 If the agreement is terminated, the Contractor's claims against the Client become immediately payable.
11.12 If the Client fails to fulfill their contractual obligations and such non-performance justifies termination, the Contractor may terminate the agreement immediately without any obligation to pay damages, while the Client remains liable for damages due to breach of contract.
11.13 If the Contractor terminates the agreement early, they will consult with the Client regarding the transfer of pending work to third parties, unless the termination is attributable to the Client. If this transfer incurs additional costs, the Client must cover them within the agreed-upon period unless otherwise indicated by the Contractor.
ARTICLE 12 LIABILITY
12.1 The Contractor is never liable for indirect damage, including consequential damage, lost profits, missed savings, and business interruption.
12.2 Correspondence and/or delivery occurs via email and the internet. The Client is responsible for providing the correct (email) address and ensuring their system settings (such as firewalls, spam filters, and antivirus software) allow receipt of messages and digital products.
12.3 The Contractor is only liable for direct damage resulting from demonstrable negligence, up to a maximum of the invoice amount of the relevant assignment.
12.4 The Contractor is not liable for indirect damage such as lost profits, consequential damage, or business interruption.
12.5 Any damage claims must be reported as soon as possible but no later than 7 days after delivery. Claims not reported within this period will not be considered.
12.6 The Contractor is responsible for the careful storage of information provided by the Client. However, the Client assumes the risk for any damage to stored information by the Contractor or third parties. The Client also assumes the risk for damage to information during transport or transmission.
12.7 The Client is responsible for keeping copies of materials and data they provide until the assignment is completed. If the Client fails to do so, the Contractor cannot be held liable for damage that could have been prevented by keeping copies.
12.8 After the completion of the assignment, neither the Client nor the Contractor is obligated to retain the materials and data used.
ARTICLE 13 FORCE MAJEURE
13.1 In the event of force majeure, the Client cannot hold the Contractor liable for failing to meet their obligations. Force majeure includes, but is not limited to, failure or delays by suppliers, service disruptions, war (or threat thereof), riots, acts of violence, fire, water damage, frost, flooding, earthquakes, strikes, business closures, government actions, equipment failures, power outages, and disruptions in communication networks, including telecommunications.
13.2 The Contractor may suspend obligations for the duration of the force majeure. If the force majeure lasts longer than 90 days, either party may terminate the agreement without obligation to compensate for damages.
13.3 The Contractor is not liable for any consequential damages due to force majeure, including but not limited to lost profits, missed savings, reduced goodwill, business interruptions, losses, costs to prevent or determine consequential damage, loss or alteration of electronic data, and any delays in data transmission.
ARTICLE 14 COMPLAINTS
14.1 If the client is dissatisfied with a service or product provided by the Contractor, they must report this in writing as soon as possible with a detailed description of the complaint. If the complaint is not clearly described, it will not be processed.
14.2 Complaints must be reported within 7 days of receiving the service or product. If the client reports the complaint later, the right to rectification, replacement, or compensation expires.
14.3 Submitted complaints will be answered within 14 days from the date of receipt. If a complaint requires a foreseeable longer processing time, an acknowledgment of receipt will be sent within 14 days, including an indication of when a more detailed response can be expected.
14.4 A complaint does not exempt the client from the obligation to make payment.
ARTICLE 15 MISCELLANEOUS
15.1 If damage occurs to the Contractor's equipment and peripherals on-site due to the client’s actions, the costs will be charged to the client.
15.2 By booking a photo session, the client agrees to the Contractor’s style. The client cannot later change their mind, and a refund is not possible.
15.3 The outcome of the photos depends partly on the emotions of the subject at the time of the shoot, the circumstances, and/or weather conditions. The Contractor has no influence over these factors and cannot guarantee specific results. If, for any reason, it is not possible to produce the desired photos during the session, the client may book a new session (within a short timeframe) at half price, provided scheduling allows. The original session will still be charged.
15.4 The Contractor does not provide printed photos, only digital image files. The Contractor is not responsible if the final product differs in color representation from what appears on the client’s screen. In such cases, the client is not entitled to a new product, a refund, or any other form of compensation.
15.5 The client’s photo collection will be available in the online gallery for 3 months. The client is responsible for downloading and storing the images. After 3 months, the photos will be deleted, and the client will no longer have access to the gallery. The Contractor retains the photos in their archive for one year.
15.6 If the client explicitly does not want the photos to be used for promotional purposes by the Contractor, they must notify the Contractor in advance. In this case, an additional charge of 30% of the agreed price will be applied.
15.7 It is not permitted to edit delivered photos and post them on social media without crediting the Contractor.
15.8 The client is not allowed to transfer any rights from an agreement with the Contractor to third parties.
15.9 Both parties must treat all facts and circumstances that become known during the assignment confidentially.
ARTICLE 16 APPLICABLE LAW
16.1 The agreement between the Contractor and the client is governed by Dutch law. The competent court for disputes between the Contractor and the client is the court in the district where the Contractor is established. The applicability of the Vienna Sales Convention is excluded.
CONTRACTOR
Dianta Weeda
Machteldstraat 7
3223 HJ Hellevoetsluis
hallo@diantaweeda.nl
www.diantaweeda.nl
KVK 63066181
BTW NL001617978B08
1.1 Contractor: the business assistant and/or service provider performing work for the Client and the user of these general terms and conditions.
1.2 Client: the natural or legal person acting in the exercise of a profession or business and entering into or intending to enter into an agreement with the Contractor.
1.3 Assignment: the work performed by the Contractor for the Client based on an agreement.
1.4 In Writing: communication by mail, email, or other digital means.
1.5 Parties: the Contractor and the Client jointly.
ARTICLE 2 APPLICABILITY
2.1 These general terms and conditions apply to all quotations, agreements, invoices, and services of the Contractor.
2.2 Deviations are only valid if confirmed in Writing by the Contractor.
2.3 The Contractor may amend these general terms and conditions. The Client will be informed of any changes in advance and in Writing.
2.4 If any provision of these general terms and conditions is found to be invalid, the remaining provisions shall remain in full force and effect.
ARTICLE 3 AGREEMENT
3.1 These general terms and conditions apply to the formation, content, and performance of all agreements, digital products, photography, advice, offers, quotations, and all other services and products provided by the Contractor to the Client.
3.2 By signing an agreement with the Contractor, confirming an assignment or quotation by email, or purchasing a digital product, the Client/Purchaser acknowledges having read and agreed to these general terms and conditions.
3.3 These general terms and conditions may be amended or supplemented at any time.
3.4 Assignments must be confirmed in Writing by the Client.
3.5 Changes to the original agreement between the Client and the Contractor and to these general terms and conditions are only valid from the moment they are confirmed in Writing by the Contractor.
ARTICLE 4 QUOTATION
4.1 All oral and written offers and price quotations from the Contractor are non-binding and valid for a maximum of 30 days. Price quotations may change due to unforeseen modifications in the work or a change in the assignment. Oral agreements are only binding once confirmed in Writing by the Contractor, including any changes to the original assignment.
4.2 The Contractor is not bound by offers if the Client can reasonably understand that the offer or any part thereof contains an obvious mistake or clerical error.
4.3 A combined price quotation does not oblige the Contractor to perform part of the assignment at a corresponding portion of the stated price. Offers and quotations do not automatically apply to future assignments.
4.4 If it turns out that the information provided by the Client is incorrect or incomplete, the Contractor has the right to modify the prices and conditions in the agreement.
ARTICLE 5 EXECUTION
5.1 The Contractor will perform the Assignment to the best of their ability and judgment, without guaranteeing a specific result.
5.2 The agreement between the Contractor and the Client is entered into for a fixed period unless the nature of the agreement dictates otherwise or unless the Parties expressly agree otherwise in Writing.
5.3 After the agreement has been concluded, the Contractor will fulfill it to the best of their ability, with due diligence and professionalism.
5.4 The Client is obliged to take all reasonable and necessary actions to enable the timely and proper delivery of the Contractor’s work, particularly by providing complete and clear data or materials on time.
5.5 The Contractor is entitled to execute the agreement in different phases and to invoice each completed phase separately.
5.6 If the agreement is carried out in phases, the Contractor may suspend the execution of subsequent phases until the Client has approved the results of the preceding phase by email.
5.7 Stated delivery times are never strict deadlines and should be considered as estimates. The delivery period begins once all necessary and agreed-upon conditions for executing the assignment have been met. Exceeding the agreed delivery times, regardless of the cause, does not entitle the Client to compensation.
5.8 If the Client wishes to modify the scope of the work after accepting the agreement, they must submit a detailed request in Writing to the Contractor. Based on the Client’s request, the Contractor is entitled to adjust the start date, delivery date, or other agreed-upon deadlines, including the general terms and conditions. The costs for the requested modification are in addition to all other amounts payable under this agreement, regardless of a maximum budget, contract price, or final price. The Client must respond in Writing within 10 days to accept or reject the new proposal. If the Client rejects the new proposal, the Contractor is not obliged to perform work that was not included in the original agreement.
5.9 The Contractor has the right to outsource the execution of the agreement, in whole or in part, to third parties. The applicability of Article 7:404, paragraph 2, and 7:409 of the Dutch Civil Code is expressly excluded.
5.10 The Client must provide all necessary information and access in a timely manner to ensure the correct execution of the Assignment.
5.11 The Contractor also works for other clients, including potential competitors of the Client.
5.12 The Contractor has the right to use stock photos, videos, and vectors to execute the assignment.
5.13 If the Client provides an image or graphic design for use in the design work, they agree that they have the rights to use that image or design. The Contractor is not liable for any misuse of copyrighted images.
5.14 Before final delivery, the Contractor will allow the Client to review and approve the final designs. Upon the Contractor’s request, the Client must confirm their approval or request changes in Writing within 10 days. If the Client fails to respond within the specified period, the designs will be considered approved and accepted. Any objections, corrections, and modifications thereafter are subject to the general terms and conditions of the agreement.
5.15 All Client requests for corrections and modifications after Written approval and/or project completion will be charged based on the Contractor’s applicable (hourly) rates and additional costs.
5.16 Conducting tests, applying for licenses, and assessing whether the Client’s instructions comply with legal standards do not fall within the Contractor’s responsibilities.
5.17 Any delay caused by the Client will result in a day-by-day extension of the deadline for all deliveries. If the Client’s delays exceed 30 days, the Contractor may choose to terminate the agreement.
5.18 The Contractor is not responsible for troubleshooting or training the Client in the use of delivered digital products, Showit, or other programs and applications. Digital products are provided with basic instructions, but practical knowledge of Showit is essential. The Contractor can assist with instructions but does not provide workshops or tutorials.
5.19 The Contractor is not responsible for typographical errors, spelling mistakes, or incorrect information in delivered products. The Client must review and approve all design work before the final files are completed.
ARTICLE 6 PRICE & PAYMENT
6.1 The Contractor reserves the right to change rates with Written notice at least 30 calendar days in advance.
6.2 Invoices must be paid within the stated payment term. If payment is not made on time, the Client will be in default by operation of law and will owe statutory commercial interest.
6.3 Any objections to an invoice do not suspend the Client’s payment obligation.
6.4 The prices for the services provided by the Contractor are in euros and exclude VAT and any additional costs related to the agreement, such as Showit licenses, hosting, etc.
6.5 Photography prices exclude 21% VAT and include travel costs (Rotterdam region). The stated prices for digital products, such as Showit templates, include 21% VAT.
6.6 All payments must be made 100% in advance upon agreement of the assignment, in the manner specified by the Contractor, unless otherwise agreed in Writing.
6.7 Payment for the offered digital products is made online using the available payment methods. The product is delivered digitally and automatically via email after successful payment.
6.8 By placing an order and paying for a digital product, the buyer enters into a final purchase agreement with the Contractor. The terms of this agreement are available from the Contractor before and at the time of ordering a product. During the ordering process, you must also accept these terms.
6.9 Late payment may result in the suspension of delivery and/or a photography session. Once the outstanding amount has been paid, the products and services will be delivered. Refunds for photography work are not possible after payment and confirmed appointments. Delivery of photography work occurs within 14 days of the photography session date.
6.10 The Contractor is entitled to require an advance payment (deposit) from the Client before commencing work on the assignment.
6.11 Payment must be made without any right to discount, set-off, or suspension.
6.12 If the Client fails to fulfill their payment obligations, the Contractor is entitled to suspend all work for the Client and terminate the unexecuted portion of the agreement without notice of default or judicial intervention, without prejudice to the right to claim compensation for any resulting damages. In such cases, the Client is explicitly prohibited from using any designs and/or final products provided, and any licenses granted under the agreement will be revoked.
6.13 The Contractor has the right to allocate payments received from the Client first to outstanding costs, then to accrued interest, and finally to the principal sum and ongoing interest. The Contractor may refuse an offer of payment if the Client specifies a different allocation order. The Contractor may also refuse full repayment of the principal amount if the accrued and ongoing interest and collection costs are not paid simultaneously.
6.14 The Client is not entitled to offset any amount owed to the Contractor. Objections to an invoice amount do not suspend the Client’s payment obligation.
6.15 Failure to pay a portion of the agreed amount does not obligate the Contractor to deliver or execute a corresponding portion of the assignment.
ARTICLE 7 INTELLECTUAL PROPERTY
7.1 All intellectual property rights arising from the assignment, including digital products and photography work such as patent rights, design rights, and copyrights, belong to the Contractor unless otherwise agreed in Writing between the Parties. If such a right can only be obtained through filing or registration, only the Contractor is authorized to do so.
7.2 The Contractor is always entitled to sign the design in a modest manner and/or have their name mentioned in the colophon of a publication or as a hyperlink to their own website. The manner of this attribution will be determined in mutual consultation.
7.3 The working drawings, prototypes, design sketches, prints, photos, films, and other materials or (electronic) (source) files created by the Contractor within the scope of the assignment remain the property of the Contractor, regardless of whether they are managed by the Client.
ARTICLE 8 COPYRIGHT AND LICENSES
8.1 When the Client fully complies with their obligations under the agreement with the Contractor or purchases a digital product from the Contractor, they obtain a non-exclusive, non-transferable license to use the (graphic) design and/or photographic work for normal business purposes.
8.2 The Contractor's digital products are copyrighted. It is not permitted to copy, distribute, and/or commercially exploit the purchased digital products.
8.3 It is not allowed to create "derivative works" by modifying digital products and then distributing or commercially exploiting them.
8.4 The Client is solely responsible for obtaining licenses from third parties for copyrighted material used in final products. Copyrighted material includes, but is not limited to: fonts, software, branding elements, photos, and compositions.
8.5 Modifications to any delivery, design, or photographic work are prohibited without the Contractor’s explicit consent. The Contractor must be given the first opportunity to make the required changes. Unauthorized modifications will be considered additional use and subsequently invoiced.
8.6 The Contractor has the freedom to use and display all delivered products and materials for self-promotion. The Contractor reserves the right to reproduce and publish the delivered work in their portfolio and on their website, including galleries, blogs, magazines, and other media.
8.7 If no specific license terms are agreed upon, the license shall never exceed the right to use the work in its original form for the purpose, circulation, and manner intended by both parties at the time of the agreement, according to the Contractor’s interpretation.
8.8 Unless otherwise agreed, the Client is not authorized to grant sublicenses to third parties.
8.9 Any unauthorized use of (photographic) work that was not agreed upon will be considered an infringement of the Contractor's copyright. The use of materials without permission may result in claims for damages.
8.10 The Contractor's name must be clearly credited with any use of photographic work or included as a reference in the publication.
8.11 If this condition is not met, the Contractor is entitled to compensation of at least 100% of the standard license fee they apply, without losing the right to claim additional damages (including the right to compensation for all direct and indirect damages and all actual legal and extrajudicial costs).
ARTICLE 9 CONFIDENTIALITY
9.1 Both Parties are obligated to maintain the confidentiality of confidential information obtained during the collaboration. This also applies to any third parties involved.
ARTICLE 10 ADDITIONAL WORK
10.1 Work or other services outside the agreed contract or other agreed-upon services and/or products are considered additional work. Any modifications to accepted work and the resulting costs due to incorrect information provided by the Client are also considered additional work. If no compensation for additional work has been agreed upon between the Contractor and the Client, both parties will negotiate a reasonable fee based on the Contractor’s applicable (hourly) rates and additional costs.
10.2 If a fixed price has been agreed upon for services and products, and the parties intend to enter into a separate agreement regarding extra work or services, the Contractor will inform the Client in advance about the financial consequences of such additional work or services.
10.3 If the Contractor is required to perform additional or different work due to the Client's failure to provide complete, accurate, and clear data/materials in a timely manner or due to a modified or incorrect order or briefing, such additional work will be invoiced separately. This additional work will be discussed and calculated separately between the parties. If the Contractor deems additional work necessary, they will immediately inform the Client. If no agreement is reached regarding the necessary additional work, the Contractor is entitled to halt work and settle the costs incurred.
ARTICLE 11 DURATION, TERMINATION, DISSOLUTION & CANCELLATION
11.1 All agreements are entered into for the duration of the project unless otherwise agreed in writing.
11.2 Digital products provided by the Contractor are non-refundable. Cancellation of an already executed and delivered order is therefore not possible.
11.3 By placing your order, you agree that digital products will be delivered immediately during the withdrawal period, and you waive your right of withdrawal.
11.4 In the case of a booked photo session, the session will be rescheduled in consultation in case of illness or extreme weather conditions. Cancellation of the session is possible up to at least 48 hours before the scheduled date, thereby dissolving the agreement. If the session is canceled within 48 hours before the start, a fee of €75 excluding VAT will be charged.
11.5 In case of illness, the Contractor will cancel the session via email and phone at least 24 hours before the scheduled date. The Client is responsible for ensuring their availability. The Contractor is not liable for the Client's unavailability.
11.6 If the Client terminates an agreement, they must pay compensation for damages, additional work, and costs incurred for services rendered up to that point.
11.7 The Contractor is entitled to suspend its obligations or terminate the agreement if the Client fails to meet their contractual obligations in full or on time. If termination occurs due to a breach by the Client, they must compensate for damages, additional work, and incurred costs. Actions by the Client that make it unreasonable for the Contractor to complete the assignment are also considered a breach.
11.8 The compensation as referred to in Articles 11.6 and 11.7 will include, at a minimum, costs arising from third-party agreements made by the Contractor and at least 50% of the remaining fee the Client would have owed upon full completion of the assignment.
11.9 If the Client violates the general terms and conditions one or more times, the Contractor reserves the right to temporarily or permanently deny further services without refund.
11.10 The Contractor may terminate the agreement immediately, without judicial intervention or notice of default, if the Client is declared bankrupt, applies for a moratorium, is placed under guardianship, has debts restructured, or otherwise loses control over their assets. The Client is not entitled to any compensation or refund. In such cases, the Contractor’s claims are immediately due.
11.11 If the agreement is terminated, the Contractor's claims against the Client become immediately payable.
11.12 If the Client fails to fulfill their contractual obligations and such non-performance justifies termination, the Contractor may terminate the agreement immediately without any obligation to pay damages, while the Client remains liable for damages due to breach of contract.
11.13 If the Contractor terminates the agreement early, they will consult with the Client regarding the transfer of pending work to third parties, unless the termination is attributable to the Client. If this transfer incurs additional costs, the Client must cover them within the agreed-upon period unless otherwise indicated by the Contractor.
ARTICLE 12 LIABILITY
12.1 The Contractor is never liable for indirect damage, including consequential damage, lost profits, missed savings, and business interruption.
12.2 Correspondence and/or delivery occurs via email and the internet. The Client is responsible for providing the correct (email) address and ensuring their system settings (such as firewalls, spam filters, and antivirus software) allow receipt of messages and digital products.
12.3 The Contractor is only liable for direct damage resulting from demonstrable negligence, up to a maximum of the invoice amount of the relevant assignment.
12.4 The Contractor is not liable for indirect damage such as lost profits, consequential damage, or business interruption.
12.5 Any damage claims must be reported as soon as possible but no later than 7 days after delivery. Claims not reported within this period will not be considered.
12.6 The Contractor is responsible for the careful storage of information provided by the Client. However, the Client assumes the risk for any damage to stored information by the Contractor or third parties. The Client also assumes the risk for damage to information during transport or transmission.
12.7 The Client is responsible for keeping copies of materials and data they provide until the assignment is completed. If the Client fails to do so, the Contractor cannot be held liable for damage that could have been prevented by keeping copies.
12.8 After the completion of the assignment, neither the Client nor the Contractor is obligated to retain the materials and data used.
ARTICLE 13 FORCE MAJEURE
13.1 In the event of force majeure, the Client cannot hold the Contractor liable for failing to meet their obligations. Force majeure includes, but is not limited to, failure or delays by suppliers, service disruptions, war (or threat thereof), riots, acts of violence, fire, water damage, frost, flooding, earthquakes, strikes, business closures, government actions, equipment failures, power outages, and disruptions in communication networks, including telecommunications.
13.2 The Contractor may suspend obligations for the duration of the force majeure. If the force majeure lasts longer than 90 days, either party may terminate the agreement without obligation to compensate for damages.
13.3 The Contractor is not liable for any consequential damages due to force majeure, including but not limited to lost profits, missed savings, reduced goodwill, business interruptions, losses, costs to prevent or determine consequential damage, loss or alteration of electronic data, and any delays in data transmission.
ARTICLE 14 COMPLAINTS
14.1 If the client is dissatisfied with a service or product provided by the Contractor, they must report this in writing as soon as possible with a detailed description of the complaint. If the complaint is not clearly described, it will not be processed.
14.2 Complaints must be reported within 7 days of receiving the service or product. If the client reports the complaint later, the right to rectification, replacement, or compensation expires.
14.3 Submitted complaints will be answered within 14 days from the date of receipt. If a complaint requires a foreseeable longer processing time, an acknowledgment of receipt will be sent within 14 days, including an indication of when a more detailed response can be expected.
14.4 A complaint does not exempt the client from the obligation to make payment.
ARTICLE 15 MISCELLANEOUS
15.1 If damage occurs to the Contractor's equipment and peripherals on-site due to the client’s actions, the costs will be charged to the client.
15.2 By booking a photo session, the client agrees to the Contractor’s style. The client cannot later change their mind, and a refund is not possible.
15.3 The outcome of the photos depends partly on the emotions of the subject at the time of the shoot, the circumstances, and/or weather conditions. The Contractor has no influence over these factors and cannot guarantee specific results. If, for any reason, it is not possible to produce the desired photos during the session, the client may book a new session (within a short timeframe) at half price, provided scheduling allows. The original session will still be charged.
15.4 The Contractor does not provide printed photos, only digital image files. The Contractor is not responsible if the final product differs in color representation from what appears on the client’s screen. In such cases, the client is not entitled to a new product, a refund, or any other form of compensation.
15.5 The client’s photo collection will be available in the online gallery for 3 months. The client is responsible for downloading and storing the images. After 3 months, the photos will be deleted, and the client will no longer have access to the gallery. The Contractor retains the photos in their archive for one year.
15.6 If the client explicitly does not want the photos to be used for promotional purposes by the Contractor, they must notify the Contractor in advance. In this case, an additional charge of 30% of the agreed price will be applied.
15.7 It is not permitted to edit delivered photos and post them on social media without crediting the Contractor.
15.8 The client is not allowed to transfer any rights from an agreement with the Contractor to third parties.
15.9 Both parties must treat all facts and circumstances that become known during the assignment confidentially.
ARTICLE 16 APPLICABLE LAW
16.1 The agreement between the Contractor and the client is governed by Dutch law. The competent court for disputes between the Contractor and the client is the court in the district where the Contractor is established. The applicability of the Vienna Sales Convention is excluded.
CONTRACTOR
Dianta Weeda
Machteldstraat 7
3223 HJ Hellevoetsluis
hallo@diantaweeda.nl
www.diantaweeda.nl
KVK 63066181
BTW NL001617978B08
