General Terms
& Conditions

Definitions

Jesse Johnson

Based in Amsterdam and registered with the Chamber of Commerce under registration number 76177408. The party who has accepted the assignment or issued a quotation or proposal preceding an assignment.

Client

The natural or legal person who has entered into an Agreement with Jesse Johnson.

Agreement

The agreement between the Client and Jesse Johnson under which Jesse Johnson provides Services to the Client, regardless of whether it is concluded orally, in writing, electronically, or in any other form.

Service(s)

All work that is the subject of the Agreement or other legal action in the relationship between Jesse Johnson and the Client, as well as all materials and results produced that are intended for the Client.

General Terms and Conditions

These General Terms and Conditions, regardless of how they are communicated.

Intellectual Property Rights

All intellectual property rights and related rights, such as copyright, trademark rights, patent rights, design rights, trade name rights, database rights, and neighbouring rights, as well as rights to know-how and one-liner performances.

Supplier

Production companies and other intermediaries whose purpose is to reproduce and/or publish the design created/prepared by Jesse Johnson as a result of the Agreement.

Quotation and Agreement

2.1 General

These terms and conditions apply to all quotations and Agreements, as well as the resulting deliveries and services of any kind, between Jesse Johnson and the Client. Deviations and additions are only binding if and insofar as they have been agreed upon in writing by the parties. Jesse Johnson cannot be held to any quotations or offers if the Client can reasonably understand that such quotations or offers, or any part thereof, contain an obvious mistake or error.

2.2 Quotations and Agreements

The mere issuance of a quotation, whether labeled as such or not, an estimate, a preliminary calculation, or a similar statement does not obligate the Client to enter into an agreement with Jesse Johnson. All verbal and written offers and related quotations from Jesse Johnson are non-binding and can only be accepted without deviations. Quoted prices are subject to changes due to unforeseen alterations in the scope of work. All prices are stated in Euros, exclusive of VAT and other government-imposed taxes.

2.3 Confirmation of Quotation

Issued quotations, whether in written or digital form, must be confirmed and/or signed by the Client and returned to Jesse Johnson before the assignment will commence. Verbal agreements and provisions are only binding upon Jesse Johnson and the Client after they have been confirmed in writing by Jesse Johnson.

Execution of the Agreement

3.1 Provision of Information

Jesse Johnson will execute the Agreement to the best of their ability and in accordance with the standards of good workmanship. The Client is required to do everything reasonably necessary or desirable to enable Jesse Johnson to deliver the services in a timely and proper manner, particularly by providing complete, accurate, and clear data/materials in a timely fashion.

3.2 Use of Suppliers and Third Parties

Jesse Johnson is entitled to subcontract certain tasks to third parties. The applicability of Articles 7:404, 7:407(2), and 7:409 of the Dutch Civil Code is expressly excluded. Furthermore, Jesse Johnson has the right to transfer their rights and obligations under the Agreement to a third party as part of a business transfer. When Jesse Johnson commissions third parties such as printers, programmers, illustrators, photographers, copywriters, etc., the terms agreed upon between the parties, either orally or in writing, will apply.

3.3 Delivery Deadlines

If a deadline is agreed upon or specified for the execution of certain tasks or delivery of goods, this deadline will never be considered a strict deadline. If a deadline is exceeded, the Client must issue a written notice of default to Jesse Johnson, allowing a reasonable timeframe for Jesse Johnson to still fulfil the Agreement.

Intellectual Property Rights

4.1 Ownership

The Intellectual Property Rights to all Services provided by Jesse Johnson under the Agreement remain vested in Jesse Johnson or the third party from whom Jesse Johnson has obtained the right to make (a part of) these Services available to the Client.

Unless otherwise agreed in writing, the Intellectual Property Rights to items provided by Jesse Johnson to the Client - such as source files, working files, materials, photos, prototypes, sketches, designs, plans, and concepts - remain the property of Jesse Johnson.

4.2 Attribution

Jesse Johnson is always entitled to sign the design and/or have their name mentioned in the colophon of a publication, announcement, or title credits. Without prior written permission, the Client is not permitted to disclose or reproduce the work without crediting Jesse Johnson.

Usage and Licence

5.1 Usage Rights

When the Client fully complies with their obligations under the Agreement with Jesse Johnson, they obtain the exclusive right to use the design, limited to the rights of publication and reproduction in accordance with the purpose agreed upon in the project.

5.2 Modifications

The Client is not permitted to make or have others make changes to the preliminary or final designs without the written consent of Jesse Johnson. Jesse Johnson cannot withhold this consent unreasonably. If the Client wishes to make changes, Jesse Johnson must be given the first opportunity to execute these changes. A fee will be charged for this, based on Jesse Johnson's customary rates.

5.3 Self-Promotion

Unless otherwise agreed, Jesse Johnson retains the right to use the design and/or concept for their own publicity or promotional purposes.

Fees

6.1 Fees and Additional Costs

In addition to the agreed-upon fee, any costs incurred by Jesse Johnson for the execution of the assignment that do not fall under normal overhead expenses are also eligible for reimbursement.

6.2 Fees for Changed Assignments

If Jesse Johnson is required to perform additional work due to the late, incomplete, or inaccurate provision of necessary data/materials by the Client, or as a result of changes to or errors in the assignment or briefing, these additional tasks will be charged separately.

Payment Terms

7.1 Payment Obligation

Unless otherwise agreed, the Client must pay the invoice amount and any other amounts due under the Agreement within 14 days of the invoice date, without the right to apply any discount, offset, or suspension. If full payment is not received by Jesse Johnson within this period, the Client will be in default and will owe interest equal to the statutory interest rate plus at least 2%. Both extrajudicial and judicial collection costs, including lawyers and bailiffs, incurred as a result of late payments are the responsibility of the Client. The extrajudicial costs are set at a minimum of 15% of the invoice amount, with a minimum of €500, excluding VAT and other levies.

7.2 Periodic Payments

Jesse Johnson reserves the right to invoice for work reasonably performed during an ongoing assignment up to that point.

7.3 Suspension

If the Client fails to meet their payment obligations, all rights transferred to the Client under the Agreement are suspended until these obligations are fulfilled. In such cases, the Client is not permitted to use the designs or materials provided by Jesse Johnson.

Withdrawal and Termination

8.1 Withdrawal of Assignment

If the Client withdraws an assignment that was confirmed in writing, the Client is required to pay the full fee that Jesse Johnson would have been entitled to upon full completion of the assignment, as well as all additional costs incurred up to that point.

8.2 Continuous Agreements

If Jesse Johnson's work involves recurring tasks for a regularly issued publication, the Agreement will be deemed to continue indefinitely unless otherwise agreed in writing. Such an Agreement may only be terminated by written notice, observing a reasonable notice period of at least three months.

8.3 Termination of Assignment

If circumstances beyond Jesse Johnson's control reasonably prevent them from continuing the assignment, they have the right to terminate the assignment without being liable for any damages or guarantees. In such cases, Jesse Johnson is entitled to compensation for the work performed up to that point, as well as reimbursement for costs incurred, and they are obligated to provide the Client with any results achieved.

If the Client's actions or behaviour cause a situation where it is unreasonable to expect Jesse Johnson to continue the assignment, Jesse Johnson has the right to terminate the assignment and is entitled to the full fee for the assignment.

Liability

9.1 Liability

Jesse Johnson cannot be held liable for errors in the text and/or design, nor for the functioning of a website created for the Client, if the Client has reviewed, approved, and accepted the deliverables.

Jesse Johnson's liability for damages under an Agreement with a Client is always limited to the amount of the fee paid to Jesse Johnson.

Jesse Johnson is never liable for indirect damages, including but not limited to consequential damages, lost profits, missed savings, and business interruptions.

9.2 Client-Provided Materials

The Client indemnifies Jesse Johnson against claims related to copyright on materials provided by the Client, where the copyrights are owned by third parties and used in the execution of the assignment.

9.3 Delivery Conditions and Retention of Ownership

All goods delivered by a Supplier to the Client are subject to retention of ownership until the Client has fulfilled all obligations under the Agreement, including interest and costs.

If the transportation of deliverables has been agreed upon, this will be at the Client's expense. The Client assumes all risk during transportation, including the digital transmission of data. The acceptance of goods from Jesse Johnson by the carrier serves as proof that the goods were in good external condition unless the contrary is stated on the delivery receipt or bill of lading.

Indemnity

10.1 Indemnity Against Third Parties

The Client indemnifies Jesse Johnson against any claims by third parties who suffer damage in connection with the execution of the Agreement, where the cause is attributable to parties other than Jesse Johnson. If Jesse Johnson is held liable by third parties in such cases, the Client is obligated to assist Jesse Johnson both outside and in legal proceedings and to promptly undertake all reasonable actions expected of them. If the Client fails to take adequate measures, Jesse Johnson is entitled, without notice of default, to take such measures themselves. All costs and damages incurred by Jesse Johnson and third parties as a result will be borne entirely by the Client.

Warranties

11.1 Use Within the Netherlands

The goods delivered by Jesse Johnson meet the usual requirements and standards that can reasonably be expected at the time of delivery for their normal use within the Netherlands. The warranty specified in this article applies to goods intended for use within the Netherlands. For use outside the Netherlands, the Client must verify whether the use is suitable for the conditions and requirements of the intended location.

11.2 Warranty Period

The warranty mentioned in Article 11.1 is valid for a period of six months after delivery, unless the nature of the delivered goods dictates otherwise or the parties agree otherwise. If the warranty provided by Jesse Johnson pertains to an item produced by a third party, the warranty is limited to that provided by the item's manufacturer, unless stated otherwise.

11.3 Suspension of Warranty

Any form of warranty will lapse if a defect arises from or is the result of improper or inappropriate use, incorrect storage, or maintenance by the Client or third parties. The warranty also lapses if, without written permission from Jesse Johnson, the Client or third parties make or attempt to make changes to the goods, attach other items that should not be attached, or process or handle the goods in a manner not prescribed. The Client is also not entitled to a warranty if the defect is caused by circumstances beyond Jesse Johnson's control.

11.4 Complaints

The Client is obligated to inspect the delivered goods or have them inspected immediately upon receipt or upon completion of the relevant work. The Client must check whether the quality and/or quantity of the delivered goods comply with what was agreed upon and meet the requirements set by both parties. Any visible defects must be reported in writing to Jesse Johnson within 14 days of delivery. Hidden defects must be reported in writing immediately upon discovery, but no later than 14 days thereafter.

If the Client files a timely complaint, this does not suspend their payment obligation. The Client remains obligated to accept and pay for the other ordered goods and services. If a defect is reported later, the Client is no longer entitled to repair, replacement, or compensation.

Miscellaneous Provisions

12.1 Other Conditions

General and specific conditions of the Client do not bind Jesse Johnson unless they do not conflict with these General Terms and Conditions and have been explicitly accepted in writing by Jesse Johnson.

12.2 Copies and Backup Materials

Jesse Johnson will store a duplicate of the delivered items on existing standard information carriers for five years with the care of a good custodian. Jesse Johnson cannot be held responsible for losses due to technical causes. Upon request, a new model can be created by Jesse Johnson for an additional fee to be agreed upon by both parties.

12.3 Dutch Law

The Agreement between Jesse Johnson and the Client is governed by Dutch law. The competent court to handle disputes between Jesse Johnson and the Client is the court in the district where Jesse Johnson is established, subject to the statutory provisions regarding the jurisdiction of the Subdistrict Court.

12.4 Changes to the Terms

Jesse Johnson reserves the right to amend these General Terms and Conditions at their discretion. The updated General Terms and Conditions will be communicated once during the execution of the first or current assignment, so the Client is informed. When extending a current assignment or placing a new one, the Client is responsible for verifying whether the General Terms and Conditions have been amended.