General terms & conditions


1.

Definitions

Offer: an invitation to place an order issued by Tinker to third parties;

Services: all activities in the field of (1) supervising the creative process and developing a vision, (2) concept

design and concept representation, and (3) project management and art direction;
Deliveries: 
materials, software, including but not limited to audio-visual productions, installations, including

but not limited to interactive objects, exhibitions, interiors, events, and brochures purchased and/or compiled

and/or produced by Tinker, and supplied to third parties;

Client: any natural or legal person that has hired Tinker to provide its services. In the case of natural persons

who are employed by the commissioner’s organisation, the organisation shall be considered to be the Client.

Agreement:any agreement concluded between Tinker and the Client, any change therein or addition thereto,

as well as all (legal) acts carried out in the performance of said agreement and all (legal) acts required for its

conclusion.

Tinker: Tinker B.V., a private company with limited liability, with its registered seat in Utrecht, the user of these

General Terms and Conditions, and any affiliated enterprises observing these General Terms and Conditions.

2.

Scope

2.1

These Terms and Conditions form an integral part of all Offers, tenders, and Agreements, and shall apply to all

other (legal) acts of Tinker, and also to all standing orders and/or all additional assignments from the Client

that were tacitly agreed upon, whether within the meaning of Article 14.2 of these General Terms and

Conditions or not.

2.2

If the General Terms and Conditions and an Agreement contain contradictory stipulations, the Agreement shall

prevail.

2.3

If any part of the Terms and Conditions is null or nullified, the other stipulations from the General Terms and

Conditions shall remain in force, and Parties shall make every effort to agree to an alternative stipulation that is

valid and matches Parties' original intention in as far as possible.

3.

Formation of Agreements

3.1

Offers made by Tinker shall be considered as an invitation to place an order. Without confirmation, no

agreement shall have been concluded. The planning and delivery dates quoted in Tinker’s offers have a lead

time that starts on the date the order is confirmed.

3.2

An Agreement shall have come into effect if the Client has accepted the Offer made by Tinker, either in writing

and/or by email message, and if Tinker has not withdrawn the Offer in a written letter and/or email message to

the Client within five (5) working days after receiving the notice of acceptance, or if Tinker has confirmed an

assignment given by telephone, in writing, or by email message either in writing and/or by email message, or if

Tinker has started carrying out the assignment. If, at the Client’s request, Tinker carries out any work before

the Agreement has been concluded, the Client shall pay for the expenses incurred, as well as the work in

progress, the capacity and staff working hours reserved (for instance for project management) at going rates.

3.3

If, and to the extent that, deviations from the Offer occur during the execution of the assignment, Tinker shall

inform the Client at the earliest possible stage.

4.

Execution of Agreements

4.1

An Agreement is an Offer drawn up by Tinker, or a contract confirmed by the Client’s email or signature.

4.2

An Agreement contains a lumpsum. Unless otherwise agreed upon, this amount shall be considered strict, that

is to say, that Tinker shall carry out the assignment within the budget agreed upon unless interim changes are

made. Tinker shall not charge extra costs without prior consultation with the Client.

4.3

The Agreement shall state the dates on which the interim payments are due. On these dates, partial invoices

are sent out. By concluding the Agreement, parties agree on the payment dates, with due observance of the

acceptance of the partial deliveries.

4.4

The Agreement contains a term of use with regard to the intellectual productions described in Article 9.1.

4.5

The Agreement stipulates a delivery date. This date depends on the date of the agreement, which takes effect

on the day of approval, not on the day of the offer. Delay of the approval date may result in delay of the

delivery or of the provision of services, for which the Client shall be held accountable.

4.6

The Agreement stipulates a number of editing rounds for creative (partial) productions. Additional editing

rounds may result in additional work and extra costs. If this is the case, the extra costs shall be paid by the


party responsible for the additional work. If, for instance, the feedback of the Client has not been incorporated

in the first editing round, there is a possibility that Tinker may pay the costs of the extra round or rounds. If, on

the other hand, the Client gives infrequent feedback, necessitating additional editing rounds, there is a

possibility that the Client may have to pay these costs.

4.7

The Client shall submit all data and materials, including but not limited to data carriers, that are required for the

performance of the Agreement within a reasonable period of time, and shall take care that the data required

are in conformity with the specification dictated by Tinker. Additional costs resulting from extra work as a

result of late or incomplete information shall be to the account of the Client.

5.

Changes and additions to the Agreement

5.1

Any changes or additions to any stipulation in an Agreement and/or the General Terms and Conditions can

only be agreed upon in writing and/or by email message. Changes to the performance of an Agreement are

incorporated in the written report referred to in Article 8.1.

5.2

If a change entails a delay in the performance of an Agreement, Tinker reserves the right to charge the Client

for all expenses incurred up until that point, for the work in progress, and for the capacity and staff working

hours reserved. If the delay takes an unreasonably long period of time, the Client shall owe the entire sum

budgeted in the Agreement for said period.

6.

Amounts

6.1

All amounts quoted by Tinker are in euros and exclusive of vat and the costs of couriers and transport, unless

explicitly agreed otherwise in the Agreement.

6.2

If the amounts quoted in an Offer are exceeded as a consequence of changes in the conditions of sale of

suppliers and other third parties called in by Tinker, in exchange rates, custom duties, insurance costs, freight

rates, other levies or taxes, and increases in the consumer price index of the Statistics Netherlands, Tinker

shall inform the Client in a timely manner; the Client, however, shall at all times allow for budget overruns up to

10% as budget risks. Tinker shall submit any price change in the total budget to the Client. The Client shall

make sure that the 10% mentioned above is available if required.

7.

Payment

7.1

The Client shall pay all amounts charged within 14 days of the invoice date; if the Client fails to do so, it will

immediately be in default.

7.2

If the Client applies its own payment terms, Tinker shall be entitled to charge interest on the invoice sum if the

Client’s term is more than 14 days after Tinker’s own payment dates.

7.3

If, at any point, Tinker has reasonable doubt about the creditworthiness the Client, or if Tinker has to make

early payments to third parties within the framework of the Agreement, Tinker shall be entitled to demand that

the Client pay the amount agreed upon in advance or that the Client provide proper security before continuing

with the work.

7.4

If a payment term expires or if the Client fails to provide proper security in a timely manner after being

requested to do so by Tinker, it will be in default. As from that moment, all claims that Tinker has against the

Client, including the statutory interest on the amount, shall be immediately due and payable under the relevant

Agreement and any ancillary agreements, and the Client shall be obligated to pay Tinker any judicial and

extrajudicial costs involved.

7.5

All goods and intellectual property provided by Tinker or by subcontractors hired by Tinker will remain the

property of Tinker until payment of these goods has been made in full.

8.

Written reports and complaints

8.1

Tinker shall reasonably inform the Client of the progress of its Services by means of written reports. Any

interim changes in the performance of the Agreement shall be logged into these reports and be considered

changes within the meaning of Article 4.1. If no specific arrangements have been made with regard to the

format of the reports, the email dialogue with the project leader of Tinker shall be considered a continual

report.

8.2

If the Client does not agree with the contents of a written report or an invoice, the Client shall submit its

complaints in writing and/or by email message within 2 weeks after the written report or invoice has been sent

out. Complaints regarding any imperfections that could not reasonably have been discovered within this


period shall be submitted in writing and/or by email message immediately after discovery or within 2 weeks

after termination of the Agreement at the latest.

9.

Intellectual property rights

9.1

Under the law, the copyright and all other intellectual and industrial property rights regarding the services and

deliveries supplied by Tinker, belong to Tinker. These rights see to the advice, concepts, texts, films,

interactives and games, spatial, graphic, and technical designs, visualisations and ideas, below summarised

as creative productions.

9.2

If creative productions are developed by Tinker, the Client and/or third parties working together, the

intellectual property still applies; it is not shared equally, but rather in accordance with and with due regard for

the separate contributions made by parties.

9.3

For every (partial) project, Tinker shall specify in advance which use of the creative production is allowed. This

specification can be found in the Offer or in the Agreement. If no such specifications are included, the use is

limited to the purposes described in the Offer.

9.4

The fact that a right of use has been granted for a creative production within the framework of a (partial)

assignment does not entail an automatic right of use for future assignments. This is to be determined anew for

new offers.

9.5

When Tinker, as part of a competition or otherwise, supplies intellectual productions within the framework of

an agency selection, the right of use shall be limited to the agency selection. Any other use of (parts of) the

creative production is explicitly excluded, regardless of the outcome of the competition. Any pitching fees or

expenses paid in conjunction with this entry shall not affect this condition.

9.6

If the Client wants to use (parts of) designs, means, or proposals in another way than originally agreed upon,

for instance for purposes of reproduction, online use, training, or further development, it shall submit a request

for a new offer.

9.7

If the Client wants to acquire the intellectual rights in order to gain an unlimited right of use, it shall submit a

request for an offer.

9.8

Anyone who supplies data and materials burdened with copyright, portrait rights, or other (ancillary) rights of

intellectual and industrial property owned by a third party or third parties, shall be responsible for the

observance of these rights. This applies to Tinker, the Client, and/or any third parties.

9.9

Unless explicitly agreed otherwise in writing, the Client shall not be entitled to adapt or change the goods or

services made to order.