Our General Terms and conditions are aimed at protecting the collaboration between Milkman Digital and our clients.
It is important that you read this General Terms & Conditions statement together with any other notices we may provide on specific occasions, so that you are fully aware of how we are working, and what rights you have.
1. Who we are
When we say we, us or our in this terms & conditions, we mean Milkman Digital, a company incorporated and registered in The Netherlands with company number 73573566, and whose registered office is at Jupiterkade 7, 2516 BS in The Netherlands
These general terms and conditions are also filed with the Chamber of Commerce under the number: 73573566.
In these general terms and conditions the following terms are used in the following sense, unless explicitly stated otherwise:
General terms and conditions: these general terms and conditions;
Agreement or confirm participation: the agreement to provide services;
Principal: every natural or legal person who commissions Milkman Digital to carry out work;
Milkman Digital: assignee, Milkman Digital C.V., with offices at Jupiterkade 7, 2516 BS and user of these general conditions;
Product: media productions in the broadest sense of the word and further described in and within the confirmation of participation or confirmation of order.
Program: a television program in which the Client may participate.
1. These general conditions shall apply to all legal relationships between Milkman Digital and the Client, the manner of their realization, and the execution thereof, including all offers, confirmations, the product, price quotes, rates, technical regulations, the procedure, letters of intent and commitments with regard to the broadcasting by Milkman Digital of television products such as inscript items, billboarding, commercials, and other non-spot products.
2. Deviations from these General Terms & Conditions shall be effective only if agreed to in writing between Milkman Digital and the Client.
3. The applicability of general conditions or purchasing conditions of the Client is expressly rejected by Milkman Digital.
4. The present conditions are also applicable to all Agreements with Milkman Digital, for the execution of which third parties are to be involved.
5. If one or more of the provisions in these general terms and conditions are null and void or become null and void, the remaining provisions of these general terms and conditions remain in force. Milkman Digital and the client will consult with each other to agree on new provisions to replace the void or voided provisions. If and as far as possible the purpose and meaning of the original provision will be taken into consideration.
6. Conditions which deviate from these conditions are only valid if and insofar as Milkman Digital has confirmed these explicitly and in writing to the Client. Unless explicitly agreed otherwise in writing, these deviations from or additions to the general conditions only apply to the Agreement in question.
7. Milkman Digital reserves the right to amend these general terms and conditions in the interim. Amendments will be made known in advance with the date of their coming into effect.
4. Conclusion of Agreement
1. The agreement between Milkman Digital and the Principal comes about at the moment the Principal accepts the offer. If the Principal has accepted the offer by electronic means or by telephone, Milkman Digital immediately confirms (by means of order confirmation) by electronic means the receipt of the acceptance of the offer as well as the financial obligation connected to this.
2. The order confirmation is signed and returned by the client. The order confirmation is based on the information provided by the client to Milkman Digital at the time. The order confirmation is considered to reflect the Agreement correctly and completely. Milkman Digital is free to prove that the Agreement has been reached in another way.
3. If the assignment is given verbally (for example by telephone), or if the assignment confirmation has not (yet) been signed and returned, the assignment is also considered to have been made under the application of these general conditions at the moment that Milkman Digital starts to carry out the Agreement at the Client's request.
5. Execution of the Agreement
1. Milkman Digital will execute the Agreement to the best of her knowledge and ability and in accordance with the requirements of good craftsmanship. All this on the basis of the current state of science. Milkman Digital can however not be held responsible for the achievement of any intended result.
2. If and in as far as a good execution of the Agreement requires, Milkman Digital has the right to have certain work done by third parties.
3. The Client ensures that all information which Milkman Digital indicates is necessary or which the Client should reasonably understand is necessary for the execution of the Agreement is provided to Milkman Digital in a timely manner.
4. If the agreed delivery time is likely to be exceeded then this will be announced as soon as possible. In the case of force majeure on the part of Milkman Digital the deadline will be extended by the period of this force majeure. There is never any question of a fatal deadline.
5. Milkman Digital is not responsible for damage, of whatever nature, because Milkman Digital is based on incorrect and/or incomplete information provided by the Principal unless this incorrectness or incompleteness should have been known by Milkman Digital.
6. During the execution of the assignment, the Client and Milkman Digital will be able to communicate with each other by electronic mail at the request of one of them. The Principal and Milkman Digital are not liable to each other for damage which results from the use of electronic mail. Both Client and Milkman Digital shall do everything that can reasonably be expected to prevent risks such as the spreading of viruses and distortion.
7. Milkman Digital retains the right to use the knowledge gained through the implementation of the work for other purposes, as long as no confidential information is brought to the attention of third parties.
8. The Client is not permitted, without prior written permission from Milkman Digital, to transfer or assign the rights and obligations from the Agreement or parts there of to third parties.
6. Duration and term of execution
1. The Agreement is entered into for an indefinite period of time, unless the content, nature or scope of the Agreement dictates otherwise or the parties expressly agree otherwise in writing.
2. If the Client is required to make an advance payment or to supply information and/or materials which are necessary for the performance of the work, the period within which the work must be completed will not commence until the advance payment has been received in full or the information and/or materials have been supplied, respectively.
3 . If within the term of the Agreement a period has been agreed for the completion of certain activities, this shall never be a deadline. When the deadline is exceeded the client must declare Milkman Digital in default in writing.
7. Broadcasting Programs
1. The report will be broadcast in a TV program. Milkman Digital will announce as soon as possible when the program will be broadcast. As soon as it is known on which date the report will be broadcast, this will also be made known to the Client.
2. If the broadcast of a television commercial or programme, as a result of human and/or technical failure, does not take place at the originally set time - with due regard for a reasonable margin - Milkman Digital will, without being obliged to compensate for any damage incurred as a result of the postponement, make every effort to have the television report broadcast at another time.
3. The (provisional) broadcast schedule of the Program is subject to change, including station changes. If there are changes in the programming, then the Client will be informed of this by Milkman Digital.
4. The creative interpretation of the Program will be determined by an editorial team to be appointed by Milkman Digital. The final editing and final responsibility of the Programme rests at all times with the programme management of the station on which the Programme is to be broadcast.
5. If and in so far as editorial attention is paid in the Programme to the products or services of the Client, this will be done by the editors exclusively in a neutral and natural way, all this with due observance of the provisions of Article 7.7.
6. If the editors wish to make use of the expertise of an employee of the Client, the name of the person in question and his or her position will be stated in a subtitle. The employee will act in the service of the Program and may only provide general information (without speaking in the we form), without any promotion or commendation of the Client's products and/or services.
7. The broadcasts of the Program will be carried out exclusively in accordance with the standards laid down in the applicable laws and regulations in the field of advertising and sponsoring. These standards mean, among other things, that during the broadcasts of the Programme no products and/or brands of the Client or any other clients may be promoted, nor mentioned and/or shown in an exaggerated or excessive manner, given the nature and context of the Programme.
8. The intellectual property rights to the (format and title of the) Programme and the website are vested in the broadcaster/ Milkman Digital. Any income from the exploitation of the (format and title of the) Programme and the website will accrue to broadcaster/ Milkman Digital.
9. The Client is not permitted to use the visual material for commercial and/or other purposes without the express written permission of Milkman Digital.
8. Recording date
1. The recording date shall be mutually agreed upon by the parties.
2. If the recording date has to be postponed due to (the actions of) third parties, Milkman Digital will inform the principal as soon as possible and together the parties will agree on a new recording date. Milkman Digital is not liable for any additional costs unless the parties agree otherwise in writing.
3. If the Client wishes to reschedule the recording date, they must make this known in good time, no later than 4 weeks before the scheduled recording date. Any costs will be borne by the Client.
]1. The parties may agree on a fixed price when the Agreement is concluded.
2. If no fixed price is agreed upon, the price will be determined on the basis of actual time spent calculated according to Milkman Digital's current hourly rates.
3. The prices stated by Milkman Digital are in Euros and exclusive of VAT and based on the price-determining factors that apply at the time of the assignment, including the costs of third parties, salaries, and purchase prices.
4. Milkman Digital may increase the agreed price when during the execution of the Agreement it becomes apparent that the originally agreed or expected amount of work was underestimated to such an extent that it is not reasonable to expect Milkman Digital to carry out the agreed work for the originally agreed price. This authority also applies when cost price factors undergo an increase.
5. Milkman Digital is authorized to increase the price. This price change will be made known to the Principal in good time.
6. Milkman Digital is authorized to charge for additional work separately. If possible the costs of additional work will be made known in advance.
7. If Milkman Digital has to make parts, whether or not afresh, for possible repeat orders, costs will be charged for this. Also, the purchase of raw materials as shot images remains the property of the Contractor.
1. Payment of the invoice sent by Milkman Digital must, without deduction, discount, or set-off, be made within 14 days of the invoice date.
2. Invoicing can also take place in the case of partial payments. All invoices must be paid by the Client 7 days before the broadcast date of the first broadcast.
3. Milkman Digital is always authorized to request an advance payment for the payment of its work and/or costs.
4. If after the first payment term has expired, the Client has not fulfilled or not completely fulfilled the payment obligation, the Client is in default. Milkman Digital will send a reminder with a final deadline. After the expiry of this last term, the extra-judicial collection costs, as well as the contractual or legal trade interest, are due from the day of becoming due.
5. If the Agreement is entered into by two Clients, they shall be jointly and severally liable for the payment of the amounts due in so far as the work is performed for the joint Clients.
6. The Client is not entitled to deduct any part from the amount to be paid on account of a counterclaim made by him. The Principal may not suspend the amount payable by him on the grounds of a complaint about the goods delivered.
7. Milkman Digital is authorized if the Principal is in default to charge 2% interest per month from the due date of the invoice until the day of the complete payment, whereby a part of a month is counted as a full month, if the legal (trade) interest is higher, this will be charged.
8. If a collection agency is called in, the resulting judicial and extrajudicial costs will be charged to the Principal. This means that the Client in default, without prejudice to any legal costs, will immediately owe a sum of 15% of the invoice value, with a minimum of € 50, or the actual collection costs, in respect of the costs caused by his being in default.
9. In the case of liquidation, bankruptcy, seizure, placement in receivership or suspension of payment of the Principal the claims of Milkman Digital on the Principal are immediately due and payable.
11. Media agency
1. Milkman Digital accepts the mediation of a media agency, hereafter referred to as the Bureau, for the realization of Agreements, if the Bureau acts in the name and on behalf of the Client. At Milkman Digital's request, the Bureau must demonstrate its burden in a sound manner, at Milkman Digital's discretion.
2. Because the Bureau acts as an intermediary, these General Terms and Conditions apply to the Bureau and the Client.
3. If and to the extent that the Client denies the mandate or power of attorney to the Bureau to enter into the Agreement or the Bureau was for any other reason not authorized to enter into the Agreement on behalf of the Client, the Bureau shall be deemed to have acted in its own name and for its own account.
4. If an Agreement between the Client and Milkman Digital is created through the Bureau's intervention, Milkman Digital may award the Bureau a bureau commission of up to eight percent of the total amount spent by the Client on the total campaign. The commission to be awarded by Milkman Digital shall be announced at the same time as the rates. If, and in so far as, Milkman Digital decides to award a commission, it will only be payable if and in so far as the Client has fully complied with all its obligations under the Agreement.
12. Confidential Information
Milkman Digital will take reasonable precautions so that information received by the Client of a confidential nature will remain confidential.
1. Although Milkman Digital strives with the utmost care for the service, Milkman Digital cannot be held responsible for the presence of possible problems and the consequences and/or damage thereof. If Milkman Digital is liable, then this liability is limited to what is arranged in this article.
2. If the Principal can demonstrate that he has suffered damage through an act or omission by Milkman Digital, which would have been avoided by careful and competent action, Milkman Digital is liable for the damage up to a maximum of once the invoice amount of the relevant Agreement, or at least of that part of the Agreement on which the liability is related. In deviation from the above, in the case of an Agreement with a longer duration than six months, the liability is further limited to the part of the invoice which is owed for the last six months.
3. Milkman Digital has the right at all times to prevent or reduce as much as possible the damage suffered or to be suffered by the Client.
4. Under damage is exclusively understood damage to persons, damage to goods, and direct property damage.
5. Milkman Digital is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage through business stagnation, interruption of the business or loss of company data and/or other forms of indirect damage and damage as a result of liability towards third parties is excluded.
6. The in these conditions included limitations of liability for damage do not apply if the damage is due to intent or similar gross negligence by Milkman Digital managers.
7. The liability restrictions in this article are also stipulated on behalf of the persons or third parties brought in by Milkman Digital, who thus have a direct appeal to these liability restrictions.
8. Milkman Digital is not liable for damage as a result of changes in the intellectual property of third parties which are made available to the Client via Milkman Digital.
9. Milkman Digital makes use of services and/or products of third parties in providing its services. Milkman Digital is not liable for the consequences of events at a third party that Milkman Digital cannot influence. Nor for errors or inaccuracies in the services and/or products of third parties.
10. Milkman Digital is not liable for the loss or damage of material supplied by the Client or third parties, unless there is gross intent or recklessness on the part of one of the employees and/or freelancers hired by Milkman Digital.
1. The Client indemnifies Milkman Digital, its subordinates and assistants for claims by third parties concerning rights of intellectual property on materials or data provided by the Client.
2. The client indemnifies Milkman Digital for possible claims by third parties, who suffer damage in connection with the execution of the Agreement and which is attributable to the client.
3. Client indemnifies Milkman Digital for claims by third parties for damage which is caused because the Client has provided Milkman Digital with incorrect or incomplete information.
4. Client indemnifies Milkman Digital for all claims by third parties - including shareholders, directors, supervisory directors and staff of the Client, as well as affiliated legal persons and companies and others involved in the organisation of the Client - which result from or are related to the work done by Milkman Digital for the Client.
5. The Client shall also indemnify Milkman Digital for claims by third parties where Milkman Digital is deemed to be a co-perpetrator against the Client.
1. If during the execution of the Agreement it appears that for a proper execution it is necessary to modify or supplement the work to be done, parties will timely and in mutual consultation adapt the Agreement accordingly.
2. If the parties agree that the Agreement is modified or supplemented, the time of completion of the execution may be affected. Milkman Digital will inform the Principal as soon as possible of this.
3. If the alteration of or supplement to the Agreement will have financial and/or qualitative consequences, Milkman Digital will inform the Principal about this in advance.
4. If a fixed fee is agreed upon, Milkman Digital will indicate to which degree the alteration or supplement to the Agreement will result in an increase of this fee.
5. In deviation from paragraph 3, Milkman Digital will not be able to charge additional costs if the change or supplement is the result of circumstances that can be attributed to the User.
6. Milkman Digital can only carry out more work and charge the Client for additional costs than stated in the Agreement if the Client has given permission for this in advance, unless these activities fall within Milkman Digital's duty of care.
1. All copyrights and other rights of intellectual or industrial property on Products such as, among other things, film, scripts, programs, documentation, websites, or other materials such as designs, documenta-tion, reports, offers, as well as preparatory material thereof, rest exclusively with Milkman Digital.
2. All documents provided by Milkman Digital, such as reports, advice, agreements, designs, sketches, drawings, software, etc., are exclusively intended to be used by the client and may not be duplicated, made public, or brought to the knowledge of third parties by the client without prior permission from Milkman Digital, unless the nature of the documents provided dictates otherwise.
3. The Client only receives the rights of use that are explicitly granted in the Agreement and the law. A right of use to which the Client is entitled shall be non-exclusive, non-transferable and non-sublicensable.
4. Milkman Digital has, with due regard for the interests of the Client; the freedom to use the design for its own publication and promotion.
1. A complaint concerning work carried out or the invoice amount must be made known to Milkman Digital in writing within 30 days after the date of dispatch of the documents or information about which the Client is complaining, or, if the Client can demonstrate that he could not reasonably have discovered the defect earlier, within 30 days after the discovery of the defect, on penalty of all claims being lost. The complaint must contain as detailed as possible a description of the shortcoming, so that Milkman Digital is able to react adequately.
2. In the case of a justified complaint Milkman Digital has the choice between adjustment of the fee charged, correction or redoing of the activities in question free of charge or not (or no longer) carrying out the assignment in whole or in part against a proportionate refund of the fee already paid by the client.
3. A complaint shall not suspend the Client's obligation to pay.
18. Notice, cancellation, rescission and suspension rights
1. The Agreement cannot be terminated prematurely.
2. If the Agreement with an agreed fixed price is cancelled beforehand by the Client, Milkman Digital can credit the agreed amount with a maximum of 50% of the total agreed amount. Cancellation in the interim is impossible.
3. If the Agreement is dissolved the claims of Milkman Digital on the Client are immediately due and payable. If Milkman Digital suspends fulfillment of the obligations, it shall retain its claims under the law and the Agreement.
4. Milkman Digital retains the right to claim compensation at all times.
5. Milkman Digital is authorized to suspend fulfillment of the obligations or to dissolve the Agreement if: a. the client has not paid all or part of the invoices 7 days before the first broadcast date. b. the client does not or not completely fulfill the obligations from the Agreement. c. after closing the Agreement Milkman Digital learns of circumstances which give good ground to fear that the client will not fulfill the obligations. In case there is good reason to fear that the client will only partially or not properly fulfill his obligations, suspension is only permitted in as far as the shortcoming justifies this.d. the client has been asked to provide security for the fulfillment of his obligations under the Agreement and this security is not provided or is insufficient.
6. If Milkman Digital, through the fault of the Client, does not broadcast the item, the entire campaign or parts of the agreed campaign, comply or otherwise, Milkman Digital, is entitled to make the reserved broadcast time available to third parties. If and in so far as Milkman Digital cannot reach an Agreement with third parties for this broadcast time, it is entitled to charge the Client for the reserved broadcast time.
19. Force majeure
1. Force majeure with respect to the Agreement shall mean all that is understood about it in law and jurisprudence.
2. Milkman Digital is not bound to its obligation from the Agreement if fulfillment has become impossible as a result of a circumstance that cannot be blamed on Milkman Digital, nor by virtue of the law, legal action or generally accepted views. An example of force majeure concerns the situation in which the Programme is not broadcast by a third party, or cancellation by third parties or illness of Milkman Digital's management personnel.
20. Retention of title
1. All Milkman Digital delivered matters, which may include designs, sketches, drawings, films, software, (electronic) files, software, scripts, etc., remain the property of Milkman Digital at all times unless otherwise expressly agreed in writing with the principal.
2. The Client is not authorized to pledge or in any other way encumber the items falling under the retention of title.
3. If third parties seize the items delivered under retention of title or wish to establish or assert rights on them, the Client is obliged to inform Milkman Digital immediately.
4. The Client is not permitted to modify the items delivered or made available unless expressly agreed upon in writing, nor to use them for any other purpose than that for which they were delivered.
21. Expiry date
Claims and other powers of the Client on whatever account towards Milkman Digital in connection with the execution of work by Milkman Digital, expire in any case one year after the moment when the Client became aware or could reasonably be aware of the existence of these rights and powers.
1. Dutch law is applicable to this Agreement.
2. Possible disputes shall, unless the cantonal judge is authorized, be settled by the authorized judge in the district in which Milkman Digital has its place of business. Nevertheless Milkman Digital has the right to bring the dispute before a judge qualified by law.
23. Changes to these terms & conditions