First day of Spring

Terms & Conditions

Who we are
We are First Day of Spring B.V. a limited liability company registered in Amsterdam, the Netherlands. Our object is creative marketing and we are specialized in marketing, entertainment and advertising.

1. First Day of Spring has been registered at the Dutch trade register (Chamber of Commerce) under number 34317444. Our registered office is at Groenmarktkade 5, 1016 TA Amsterdam and our registered VAT number is [NL.8201.11.910.B01].

2. How to contact us.
You can contact us by telephoning +31 (0) 20 707 1277 or by writing to info@fdos.nl

3. Definitions
3.1.  You: the company or individual accepting the Commission.

3.2.  FDOS and we: First Day of Spring B.V. granting the Commission to perform the Services.

3.3.  Parties: You and FDOS jointly.

3.4.  Brief: instructions given by You outlining the necessary details for FDOS to implement the project.

3.5.  Commission: Your request to FDOS to perform Services for payment including tender and pitch commissions.

3.6.  Services: everything that FDOS undertakes and / or creates for You, within the scope of the Commission (proposals, concepts, copy, designs, production, artwork, art direction, scripts and media services).

3.7.  Work: documents, proposals, concepts, artwork, images, designs, trade marks, and any other material in which intellectual property rights may exist.

3.8.  Project: the work and activities detailed in the Proposal / Commission.

3.9.  Proposal(s): a description of the Services with an estimation of the costs.

3.10.  Fee: the fee or portion of fee payable for the provision of the Services by FDOS.

3.11.  Approval: the authorisation given by You by letter or e-ˇmail or by signing any document issued by FDOS pertaining to the Project.

3.12.  External Services: any product and services purchased (technical or legal support or photos for example) by FDOS in the provision and implementation of the Project.

3.13.  Material of You: any image, document or item provided by You to FDOS in the implementation of the Project.

3.14.  Corporate Identity: trademark, name, logo by which You are known or by which You wish to be identified in the Project.

3.15.  Update: an interim document produced by FDOS detailing progress or the outcome of discussions between You and FDOS.

3.16.  T&C: these terms and conditions.

4.T&C
4.1.  What these T&C cover. These are the T&C on which we provide our Services to You.

4.2. Any provisions that deviate from these T&C, including those in any general terms and conditions used by You and / or any third party (engaged by You) will not bind FDOS, unless expressly agreed in writing by both parties (You and FDOS).

4.3. These T&C are applicable to all Proposals of FDOS and all agreements entered into between Parties.

4.4. These T&C and in particular the intellectual property and reproduction restrictions are applicable to all our concepts, creations and designs presented during a project pitch, tender and development.

5. Proposals
5.1. All Proposals of FDOS are subject to contract, unless expressly agreed to the contrary in writing. FDOS will prepare one or more Proposals based on Your Brief.

5.2. If requested FDOS will futher descripe the Services prior to commencement of the Services.

5.3. In the event that FDOS has started the Services prior to any written description of the Services, the content of the Proposal together with these T&C shall constitute the content of the Commission.

5.4. FDOS shall inform You of the costs incurred and shall inform You of any potential overrun of the amount quoted in the Proposal.

5.5. In the event that You do not formally accept a Proposal but subsequently proceed with a project which is substantially the same as or similar to any Proposal submitted by FDOS, then FDOS reserves the right to charge You commission of 50 % of the FDOS Fee quoted in the Proposal. The opinion of FDOS that a project is substantially the same as or similar to any Proposal shall be conclusive, until You prove the opposite.

6. Commission
6.1. The Commission shall be deemed to have been accepted by You and to have been issued by FDOS by either a written confirmation of You to FDOS or by FDOS starting the execution the Services.

6.2. The Commission may be amended by agreement between You and FDOS. If the changes are substantially (exceed periods of time / additional or reduced costs) FDOS will send an amended Proposal and / or Commission for You to sign and return to confirm approval.

6.3. If You (for any reason) decide to cancel an issued Commission or to no longer desire the completion of the issued Commission, You shall be obliged to reimburse FDOS for any costs reasonably incurred by FDOS (see article 10).

7. Obligations
7.1. Once a Commission has been accepted FDOS will use all due care and professionalism to implement the Project.

7.2. FDOS may change any supplier detailed in the Commission at any time if in the reasonable opinion of FDOS the specified supplier will not be able to perform the Services properly.

7.3. FDOS shall not be responsible for any acts or omissions of any supplier unless it can be shown that FDOS was negligent in the performance of its duties and responsibilities.

7.4. You shall give to FDOS a Brief outlining requirements of the Project. This outline should include the general nature and date(s) of, and budget for the Project, and such further information as will be relevant for FDOS to consider when preparing the Proposal(s).

7.5. FDOS shall make contact reports (Update(s)). Unless You notify FDOS within seven days of the release of an Update that the document contains errors, FDOS will take the action identified in the Update.

7.6. You shall ensure that all legislative requirement applicable to your business, products and / or services are brought to the attention of FDOS in the Brief or as soon as is reasonably practicable.

7.7. You confirm your absolute title to the Corporate Identity and that it is authorised to allow FDOS to use the Corporate Identity freely for the Project.

7.8. You will appoint someone who has the authority to make all decisions in relation to the Project, including amendments to the Commission, decisions on expenditure and receipt of potential Update(s).

7.9. In case the Project contains (also) an event, You and Your guests must comply with any rules of the venue or location and follow the lawful instructions of the owner or operator of the venue.

7.10. If You have agreed to carry out any action prior to or during the Project as detailed in either the Commission or an Update these must be carries out properly and promptly.

7.11. FDOS will at all times be acting as Your agent and You will be primarily liable for the costs of all suppliers engaged in the implementation of the Project.

7.12. FDOS shall endeavour to meet all dates for the provision of its Services and shall notify You of actual and / or potential delays to the provision of such Services. If You fail promptly to provide FDOS with approved response or a notice of default, FDOS shall not be responsible for any delay in the provision of its Services as a consequence nor for any additional costs incurred as a result of the delay.

7.13. Each Party is under the obligation to maintain strict confidentiality concerning all data and information made available by the other Party, insofar these are to be considered confidential by their nature and / or these are to be deemed protected by any intellectual property right.

7.14. Without prior written consent of the other Party, non of the Parties is entitled to transfer any rights or obligations under the Commission / Proposal.

8. Fees and terms of payment
8.1. The Commission will set out the total Fee payable and the dates of payment. The Commission may require an estimated of External Services. Any alterations made to a Commission after agreement may affect the Fee and will be invoiced by FDOS on approval.

8.2. FDOS will under no condition pay any supplier from its own resources and is entitled to cancel the services of any such supplier if You have failed to meet payment deadlines.

8.3. Payments shall be made within thirty days of the date of the (interim) invoice, unless expressly agreed otherwise in writing.

8.4. FDOS will be entitled to charge commercial interest on late payments. You will be in default without any dunning, summons or notice of default being sent or required. All costs (including but not limited to legal costs) incurred by FDOS for the purpose of collecting any amounts due will be for Your account, such with a minimum of € 200,-ˇ excl. VAT.

8.5. The costs quoted in a Proposal and the Commission shall be inclusive of fees of FDOS but exclusive of VAT unless otherwise stated.

8.6. You will reimburse FDOS for the costs of all External Services and out of pocket expenses incurred in the implementation of the Project.

8.7. All payments need to be made to a bank account indicated by FDOS.

8.8. FDOS is allowed to demand a guarantee (for example a parent company) from You for the payments.

8.9. If You have reason to dispute payment for any item in an invoice You shall notify FDOS within seven days of the date of the invoice and shall work constructively to resolve the dispute. Notwithstanding any such dispute You shall pay the balance of the invoice excluding the disputed costs by the due date.

8.10. If You fail to notify FDOS of any dispute with an invoice within mentioned seven days, the invoice shall deemed accepted by You.

9. Intellectual property rights
9.1. You warrant that all Material of You (including Company Identity – material) required for the execution of the the Commission, are not subject to any intellectual property or other rights of third parties or that You have obtained approval from such third parties.

9.2. The Intellectual Property and other rights (IP rights) of the Services (including the Work) created and carried out by FDOS during the Commission belong to FDOS and remain to FDOS.

9.3. FDOS is authorised to establish (related) IP rights and / or to commercially exploit such rights for the purpose of obtaining and maintaining its legal position.

9.4. FDOS remains authorised to use the Services (9.2) for commercial and non-ˇcommercial internal use and self-ˇpromotion, even after assignment of the rights (9.6).

9.5. Licence to use the Services for a Project will be granted on payment of the Fee and fulfilment of the other contractual obligations for the period, media and territory agreed between You and FDOS. You are not entitled to sub-ˇlicence the Services for a Project to any other party, including intra-ˇcompany-ˇparties, without prior written consent of FDOS.

9.6. Rights for additional usage of the Services of FDOS may be assigned in writing upon payment of an agreed 'assignment fee’. This applies to all Your subsidiaries and devisions irrespective of geographical location.

9.7. Without prior written consent of FDOS You are not allowed to make any alterations in the Services / Work created by FDOS related to the Commission.

9.8. In case You act in default of your contractual obligations FDOS is entitled to suspend or terminate the licence (9.5) to use the Services for a Project. If You continue to use the Services in such event, You are infringing the rights of intellectual property of FDOS (bad faith).

9.9. In case of filming Services FDOS would be considered as the producer as mentioned in article 45 d of the Dutch Copyright Act (based on the Bener Convention).

10. Termination / suspension / rescind
10.1. The agreement between Parties is entered into for an indefinite period or for the duration of the Commission / Proposal and / or completion of the Services / Project.

10.2. The agreement may be terminated by notice (registered mail) by either party taking into account the notice period agreed or in the event no notice period has been agreed between Parties,taking into account a reasonable period (not less than two months). During the notice period You are obliged to meet your payment and other obligations towards FDOS.

10.3. FDOS is authorised to suspend or cease the execution of the Commission in the event You fail to adhere the payment conditions or are in default in providing FDOS the requested guarantee (see 8.8).

10.4. FDOS is authorised to terminate the agreement between Parties (without serving a default notice) outside of proceedings (court) by annulment] or by notice in the event that You do not perform your contractual obligations, or do not perform these obligations adequately or in time. In such event You shall be obliged to reimburse FDOS for all costs incurred, all amounts advanced and the amount of fees due at that time, without prejudice to the right of FDOS to claim damages.

10.5. Each Party is authorised to rescind the agreement in whole or in part in the event of bankruptcy or a suspension of payment and in the event of cessation or liquidation of the business of the other Party.

10.6. In case You (company) split-ˇup, the agreement remains with the materially surviving entity.

11. Complaints
11.1. Complaints, of whatever nature, relating to the performance of any obligation under the agreement entered into by and between the Parties, need to be notified by You to FDOS in writing (a clear description) as soon as possible but ultimately within ten days of the receipt of the (partial) invoice or 10 days after the finalisation of the Project, as indicated by FDOS. Such on penalty of the lapse of any claim.

11.2. Complaints concerning invoices of FDOS will not suspend You of the payment obligations.

11.3. After expiration of the time periods mentioned under 11.1 no complaints shall be taken into consideration by FDOS and You will have lost all your rights in respect of such matter, unless the specified time period is deemed to be unreasonable.

11.4. The notes of FDOS concerning information to the performance shall be conclusive, until You prove the opposite.

12. Limit of liability / Force majeure
12.1. FDOS shall not be liable to You or be deemed to be in breach of these conditions for the failure of any matter outside the reasonable control of FDOS. In other words: FDOS is not liable for any error and / or default in the performance of the Services which are caused by any action of You or a third party engaged by You.

12.2. The liability insurance of FDOS will only be effective in relation to an approved Commission / Proposal. The liability (in case of insurance coverage) has been expressly limited to the maximum amount that will be paid out by the insurance company.

12.3. All claims resulting from the liability of FDOS will become invalid after the expiration of the period of 6 months from the moment You have become aware or reasonably had to become aware of the liability causing matter.

12.4. FDOS will never be liable for any indirect damages (a.o. consequential damages, lost profit) except in the event of gross negligence and / or intention.

12.5. The liability of FDOS will never exceed the amount of the invoice to You for the performed Services, with a maximum of €[15.000,-ˇ], reduced by any out-ˇof-ˇpocket expenses and (advanced) costs and amounts whether or not for the settlement of engaged third parties.

12.6. FDOS shall provide its Services in a professional manner.

12.7. FDOS shall be released from its obligation to provide its Services for a Project if a situation beyond reasonable control of FDOS and You occurs resulting in the provision of the Services impossible until the cause of such force majeure is removed and / or resolved.

12.8. FDOS shall not be liable for and You shall not have any right, claim or cause of action in respect of any delay in the provision of or failure by FDOS to provide the Services resulting from force majeure (amongst others: strike, machine failure, fire, transport disorder, sudden increases in import duties, delay in shipments from suppliers, the refusal of any required permits or other governmental measures).

13. Resolution of disputes
13.1. All agreements governed by these T&C and to all agreements which result from such agreements shall be governed by and constituted in accordance with the laws of the Netherlands.

13.2. In the event of a dispute between You and FDOS the parties shall meet and use all amicable and constructive means to resolve the dispute which may include an independent third party agreed between You and FDOS acting as mediator.

13.3. If mentioned dispute cannot be resolved through such discussions the dispute shall be submitted exclusively to the competent courts of the district in which FDOS has its seat.