Terms and Conditions
Definitions
Aïcha Simmons: Aïcha Simmons, based in Tilburg, the Netherlands, under Chamber of Commerce number 69046670.
Client: The individual or entity who enters into an agreement with Aïcha Simmons.
Parties: Aïcha Simmons and the client together.
Consumer: A client who is an individual acting in a private capacity.
Applicability of General Terms and Conditions
These terms and conditions apply to all quotes, offers, services, orders, agreements, and deliveries of services or products by or on behalf of Aïcha Simmons.
Parties may only deviate from these terms and conditions if expressly agreed upon in writing.
The applicability of any additional and/or deviating terms and conditions from the client or third parties is explicitly excluded.
Offers and Quotes
Offers and quotes from Aïcha Simmons are non-binding, unless stated otherwise.
An offer or quote is valid for a maximum of 2 weeks unless a different acceptance period is specified.
If the client does not accept an offer or quote within the applicable time frame, the offer or quote becomes void.
Offers and quotes do not apply to reorders unless expressly agreed upon in writing by the parties.
Acceptance
Upon acceptance of a non-binding offer or quote, Aïcha Simmons reserves the right to withdraw the offer or quote within 3 days of receiving the acceptance, without the client having any rights.
Oral acceptance by the client only binds Aïcha Simmons after the client has confirmed it in writing (or electronically).
Prices
All prices quoted by Aïcha Simmons are in euros, exclusive of VAT, and exclude any other costs such as administration, taxes, and travel, shipping, or transport costs unless explicitly stated otherwise.
Aïcha Simmons may change the prices for its products or services at any time.
The price for services will be determined based on the actual hours worked.
The price is calculated according to the usual hourly rates of Aïcha Simmons, applicable for the period during which the work is performed, unless a different hourly rate has been agreed upon.
If the parties have agreed on a total price for services, this is always an estimate unless the parties have explicitly and in writing agreed to a fixed price that cannot be deviated from.
Aïcha Simmons is entitled to deviate by up to 10% from the estimated price.
If the estimated price exceeds 10%, Aïcha Simmons must inform the client in advance about the justification for the higher price.
If the estimated price exceeds 10%, the client has the right to cancel that part of the assignment exceeding the estimated price plus 10%.
Aïcha Simmons has the right to adjust prices annually.
Aïcha Simmons will notify the client of price adjustments before they take effect.
Consequences of Late Payment
If the client does not pay within the agreed time, Aïcha Simmons is entitled to charge interest and costs starting from the day the client is in default.
When the client is in default, they will also owe Aïcha Simmons collection costs and any damages.
Collection costs will be calculated according to the Dutch Decree on Compensation for Extrajudicial Collection Costs.
If the client does not pay on time, Aïcha Simmons may suspend its obligations until the client has fulfilled their payment obligations.
In the event of liquidation, bankruptcy, attachment, or suspension of payment by the client, Aïcha Simmons' claims against the client become immediately due and payable.
If the client refuses to cooperate with the execution of the agreement by Aïcha Simmons, the client is still obliged to pay the agreed price.
Suspension and Setoff Rights
If the client changes or cancels a confirmed shooting day and/or production within 7 days of recording, causing a delay for Aïcha Simmons, all costs are payable, and any additional costs and/or extra hours will be borne by the client.
Unless the client is a consumer, the client waives the right to suspend the performance of any obligations arising from this agreement.
Unless the client is a consumer, the client waives the right to offset any debt to Aïcha Simmons with a claim against Aïcha Simmons.
Insurance
The client agrees to adequately insure and maintain insurance coverage against damage, including fire, explosion, water damage, and theft, for the following:
Supplied goods necessary for the performance of the underlying agreement.
Goods belonging to Aïcha Simmons that are at the client's location.
Goods supplied under retention of title.
Upon Aïcha Simmons' request, the client will provide the insurance policy for inspection.
Warranty When parties enter into an agreement with a service-oriented nature, it only includes an effort obligation for Aïcha Simmons, not a result obligation.
Execution of the Agreement
Aïcha Simmons will perform the agreement to the best of its knowledge and ability, according to the standards of good craftsmanship.
Aïcha Simmons is entitled to have the agreed services (partially) performed by third parties.
The execution of the agreement will occur in mutual consultation and after written approval and payment of any agreed-upon advance by the client.
It is the responsibility of the client to ensure that Aïcha Simmons can start performing the agreement on time.
If the client fails to ensure that Aïcha Simmons can start on time, any resulting additional costs and/or extra hours will be borne by the client.
Provision of Information by the Client
The client must make all information, data, and documents relevant to the proper execution of the agreement available to Aïcha Simmons in a timely manner and in the desired form and manner.
The client guarantees the accuracy, completeness, and reliability of the provided information, even if it comes from third parties, unless otherwise stated in the nature of the agreement.
Upon the client’s request, Aïcha Simmons will return the relevant documents.
If the client fails to provide the requested information, data, or documents on time or properly, causing delays in the execution of the agreement, any resulting additional costs and extra hours will be borne by the client.
Duration of the Agreement for Services
The agreement between Aïcha Simmons and the client for services is entered into for an indefinite period unless the nature of the agreement indicates otherwise or the parties have expressly and in writing agreed to another term.
If the agreement is for a definite period, it will automatically convert into an indefinite agreement unless one party terminates the agreement with due notice, or a consumer terminates the agreement with a 1-month notice, causing the agreement to end by operation of law.
If the parties have agreed on a term for completing certain tasks within the duration of the agreement, it is never a strict deadline. If this term is exceeded, the client must formally notify Aïcha Simmons.
Termination of an Indefinite Agreement
The client may terminate an indefinite agreement for services at any time with a 1-month notice period.
A consumer has the right to terminate an indefinite agreement for services with a 1-month notice period.
Intellectual Property
Aïcha Simmons retains all intellectual property rights (including copyright, patent rights, trademark rights, design and model rights, etc.) on all designs, drawings, writings, data carriers, and other information, unless the parties have agreed otherwise in writing.
The client may not copy, show to third parties, make available, or otherwise use the intellectual property rights without prior written permission from Aïcha Simmons.
Unless the work is unsuitable, Aïcha Simmons is entitled to have its name mentioned on or with the work and may remove it. The client is not permitted to publicly disclose or reproduce the work without mentioning Aïcha Simmons' name without prior permission.
Confidentiality
The client must keep all information (in any form) received from Aïcha Simmons confidential.
This also applies to all other information concerning Aïcha Simmons that the client knows or reasonably suspects is confidential or could cause harm to Aïcha Simmons if disclosed.
The client takes all necessary measures to ensure confidentiality.
The confidentiality obligation does not apply to information:
That was already public before the client received it or later became public without a breach of confidentiality.
That the client discloses due to a legal obligation.
The confidentiality obligation remains in effect during the agreement and for 3 years after its termination.
Penalty Clause
If the other party violates the confidentiality or intellectual property provisions of these terms, they forfeit an immediately payable penalty to Aïcha Simmons:
If the other party is a consumer, the penalty is €1,000.
If the other party is a legal entity, the penalty is €5,000.
The other party also forfeits an amount of 5% of the penalty per day the violation continues.
No prior notice or legal action is required for this penalty to apply. There is no need for any damage to occur.
Forfeiting the penalty does not affect Aïcha Simmons' right to claim damages in addition to the penalty.
Indemnity The client indemnifies Aïcha Simmons against any third-party claims related to products and/or services supplied by Aïcha Simmons.
Complaints
The client must inspect any product or service provided by Aïcha Simmons for defects as soon as possible.
If the product or service does not meet what the client reasonably expected from the agreement, the client must notify Aïcha Simmons as soon as possible, but no later than 1 month after discovering the issue.
Consumers must notify Aïcha Simmons within 2 months after discovering the issue.
The client must provide a detailed description of the defect to allow Aïcha Simmons to respond appropriately.
The client must prove that the complaint relates to an agreement between the parties.
If the complaint concerns ongoing work, it cannot lead to Aïcha Simmons being required to perform work beyond the agreed scope.
Default Notice
The client must give a written notice of default to Aïcha Simmons.
It is the client's responsibility to ensure that the notice of default is actually received by Aïcha Simmons.
Joint Liability of Clients
If Aïcha Simmons enters into an agreement with multiple clients, each of them is jointly and severally liable for the total amounts owed to Aïcha Simmons under that agreement.
Liability of Aïcha Simmons
Aïcha Simmons is only liable for damage suffered by the client if the damage is caused by intent or gross negligence.
If Aïcha Simmons is liable for damage, it is only liable for direct damage resulting from or related to the execution of the agreement.
Aïcha Simmons is never liable for indirect damage, such as consequential damage, loss of profit, missed savings, or damage to third parties.
If Aïcha Simmons is liable, its liability is limited to the amount paid out by its (professional) liability insurance. If no (full) payout occurs, the liability is limited to the (part of the) invoice amount related to the liability.
All images, photos, colors, drawings, descriptions on the website or in a catalog are indicative and approximate, and cannot serve as a basis for damages, partial dissolution of the agreement, or suspension of any obligation.
Limitation Period
Any right to claim damages from Aïcha Simmons expires 12 months after the event from which the liability directly or indirectly arises. This does not affect the provisions of article 689 of the Dutch Civil Code.
Right to Dissolve the Agreement
The client has the right to dissolve the agreement if Aïcha Simmons fails to meet its obligations, unless the shortcoming, due to its special nature or minor significance, does not justify dissolution.
If the fulfillment of obligations by Aïcha Simmons is permanently or temporarily impossible, dissolution can only occur after Aïcha Simmons is in default.
Aïcha Simmons has the right to dissolve the agreement if the client fails to meet their obligations, or if Aïcha Simmons learns of circumstances that give reason to fear that the client will not fulfill their obligations properly.
Force Majeure
In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by Aïcha Simmons to fulfill any obligation towards the client cannot be attributed to Aïcha Simmons in the event of a circumstance beyond her control, which prevents the fulfillment of her obligations in whole or in part, or as a result of which fulfillment of her obligations cannot reasonably be expected from Aïcha Simmons.
Circumstances as referred to in paragraph 1 include — but are not limited to — emergencies (such as civil war, uprising, riots, natural disasters, etc.); default or force majeure by suppliers, delivery services, or other third parties; unexpected power, electricity, internet, computer, or telecom outages; computer viruses, strikes, government measures, pandemics, epidemics, mandatory quarantines, unforeseen transport issues, extreme weather conditions, and work stoppages.
If a force majeure situation arises that prevents Aïcha Simmons from fulfilling one or more obligations towards the client, those obligations will be suspended until Aïcha Simmons is able to fulfill them again. In the event of pandemics, epidemics, or government measures that result in the inability to carry out work or production days, Aïcha Simmons reserves the right to reschedule or cancel the assignment free of charge, without any compensation or refund of previously paid amounts.
If a force majeure situation lasts for at least 30 calendar days, both parties may terminate the agreement in whole or in part in writing. Any costs already incurred and/or reserved dates — such as venue rental, equipment rental, and crew fees — will still be charged to the client.
Aïcha Simmons is not liable for any (damage) compensation in a force majeure situation, even if she gains some advantage as a result of the situation. This expressly applies to situations involving extreme weather conditions, pandemics, epidemics, quarantine obligations, or government measures that prevent the execution of work. Aïcha Simmons is also not responsible for delays or consequential damages caused by delays or necessary adjustments to the project, nor for the unavailability of crew members or suppliers due to illness or quarantine.
Amendment of the Agreement
If, after concluding the agreement, modifications or additions are needed for the execution, the parties will amend the agreement in a timely and mutually agreed manner.
Amendment of Terms and Conditions
Aïcha Simmons is entitled to modify or supplement these terms and conditions.
Minor amendments may be made at any time.
Major amendments will be discussed with the client as much as possible in advance.
Transfer of Rights
The client may not transfer their rights under the agreement to third parties without Aïcha Simmons' prior written consent.
This provision has a property law effect as intended in article 383, second paragraph, Dutch Civil Code.
Consequences of Invalidity or Annulment
If one or more provisions of these terms and conditions are void or voidable, this will not affect the other provisions.
Any void or voidable provision will be replaced with a provision that most closely reflects what Aïcha Simmons intended when drafting the terms.
Applicable Law and Competent Court
Dutch law exclusively governs any agreement between the parties.
The Dutch court in the district where Aïcha Simmons is located has exclusive jurisdiction over any disputes, unless the law dictates otherwise.
Established on January 1, 2022