General Terms and Conditions
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Article 1 Identity of PitchParrot B.V.
PitchParrot B.V. is registered at the Chamber of Commerce under number 59579919.
Weena 723 - C1.057
3013 AM, Rotterdam
+31 85 00 91 888
Article 2 Applicability
2.1 These General Terms and Conditions apply to every legal relationship (such as offers, quotations, deliveries and agreements) between PitchParrot B.V. and the Client.
2.2 Deviations from these General Terms and Conditions are only valid when explicitly agreed in writing.
2.3 The provisions in these General Terms and Conditions also apply to every legal relationship between the Client and individuals working for PitchParrot B.V.
Article 3 Agreement
3.1 The agreement is concluded at the moment of electronic transmission of the confirmation by PitchParrot B.V. (see Order Procedure).
3.2 PitchParrot B.V. takes appropriate technical and organisational measures to protect the electronic transfer of data and ensures a secure web environment.
3.3 PitchParrot B.V. may – within legal frameworks – obtain information on whether the Client is able to fulfil its financial commitments, in addition to all facts and factors that are relevant to responsibly entering into the distance contract. PitchParrot reserves the right to refuse an order or request or to attach special conditions to its execution without giving any reason.
3.4 The Client is bound to use the productions that fall under the agreement for the agreed purpose only. In the event that the Client uses the productions for a different purpose, PitchParrot B.V. is entitled to make an additional demand in accordance with the applicable rates of PitchParrot B.V.
Article 4 Execution of Agreement
4.1 Unless otherwise agreed, PitchParrot B.V. is free to carry out the agreement at its own discretion and to bring in third parties appointed by PitchParrot B.V. PitchParrot B.V. will make every effort to carry out the agreement in a skilled and competent manner. However, failure to meet the Client's expectations does not carry with it the obligation to perform the work again.
Article 5 Prices
5.1 All agreements are concluded on the basis of the prices applicable at the time of conclusion. Changes to the concluded agreement will be calculated on the basis of the prices applicable at that time.
5.2 Prices quoted exclude VAT.
Article 6 Payment Terms
6.1 The amounts owed by the Client must be paid in advance and within 7 days of the confirmation of the order being sent electronically by PitchParrot B.V.
6.2 The Client cannot exercise any rights whatsoever with regard to the execution of the order concerned prior to the stipulated advance payment being made and received by PitchParrot B.V.
6.3 Payment can be made in the following ways:
- by bank transfer
6.4 The Client is obliged to immediately report to PitchParrot B.V. any inaccuracies in the provided or stated payment data.
6.5 Failure to pay within the duration term referred to in paragraph 1 places the Client in default and all amounts payable to PitchParrot B.V. by the Client shall become immediately due and payable. From the moment of default until the day that full payment is made, the Client shall owe statutory interest on the outstanding amount.
6.6 If the Client does not make payment, PitchParrot B.V. is entitled to recover from the Client all legal and non-legal expenses it has incurred in that context, the costs of which amount to at least 10% of the outstanding balance, with a minimum of €125 or, if these costs are higher, the actual costs.
6.7 PitchParrot B.V. is entitled to place the execution of the agreement on hold if one or more agreed payments have not been made or have not been made in full. Furthermore, PitchParrot B.V. is entitled to dissolve the agreement if the Client does not proceed to make payment after PitchParrot B.V. has offered the Client a reasonable period of time to nonetheless meet the payment obligation, without prejudice to PitchParrot B.V.'s right to full payment of the agreed amount.
6.8 Aside from the adjustment of the advances already paid, the Client is not free to offset, postpone or allow deductions to be made from any amounts owed by the Client.
Article 7 Deadlines
7.1 The delivery date will be stated to the best of our knowledge, but this date will never be a strict deadline, unless otherwise expressly stipulated in writing.
7.2 In the event of late delivery or performance, the Client must send PitchParrot B.V. a written reminder, whereby PitchParrot B.V. will be granted a reasonable extension to the delivery date. Only if this date is not met will the Client be entitled to dissolve the agreement, insofar as no delivery has yet taken place, without PitchParrot B.V. otherwise being liable to pay damages in that case.
Article 8 Reclamations/Changes
8.1 Immediately after delivery of the productions, the Client must thoroughly inspect them for defects and shortcomings and, if present, inform PitchParrot B.V. as soon as possible.
8.2 Any defects or shortcomings that can reasonably be detected in a thorough examination must be reported electronically by the Client to PitchParrot B.V. within 5 days of delivery. If no notification is made, the Client will be deemed to agree to the production and any right to reclamation will lapse.
8.3 If, in the opinion of PitchParrot B.V., the complaint is justified, PitchParrot B.V. will either pay reasonable damages up to a maximum of the invoiced amount of the delivered productions or will replace the delivered productions free of charge following the return of these in their original condition.
8.4 If the complaint relates to:
- the wrong colour scheme (other than as indicated at the time of ordering);
- negative deviation from the script (speech errors);
- incorrect timing;
- the wrong voiceover (not tone of voice); or
- the wrong style (not what was ordered)
then these differences will be adjusted free of charge.
However, other deviations, such as for example, voice, recording level, duration, etc., do not entail the right to reclamation.
Any other desired adjustments can be carried out on request against PitchParrot B.V.'s hourly rates applicable at that time.
Article 9 Third-Party Suppliers
9.1 In the performance of the agreement, PitchParrot B.V. will partly make use of the services of third parties (hereinafter referred to as "Suppliers"). PitchParrot B.V. is bound by the Suppliers to (license) terms and conditions by which PitchParrot is held responsible for compliance with these terms and conditions. To be able to guarantee compliance with these terms and conditions to the greatest possible extent, part of these terms and conditions are again imposed on the Client within these General Terms and Conditions.
9.2 The Client shall indemnify PitchParrot B.V. against claims by the Supplier on the basis of the (alleged) breach of the conditions as set out in these General Terms and Conditions.
Article 10 Intellectual Property Rights and Usage Rights
10.1 All intellectual property rights, including copyrights, to the results of the work of PitchParrot B.V. or the Suppliers are held by PitchParrot B.V. or the Suppliers respectively.
10.2 If the Client wishes to use illustration materials from the production, prior written permission must be obtained from PitchParrot B.V. PitchParrot's consent may be subject to a fee, to be agreed by the parties.
10.3 Unless otherwise agreed, the Client is not permitted to transfer the materials supplied by PitchParrot B.V. (or the rights thereto) to third parties, nor to encumber, to lend or to otherwise make them available to third parties.
10.4 PitchParrot B.V. is free to sign the production with the logo and/or name of PitchParrot or the third parties it has engaged. The Client does not have the right to remove the logo and/or the name or to otherwise render it not visible. The Client is entitled to redeem this obligation in exchange for a fee to be agreed between the parties.
10.5 In all circumstances – and therefore also including in the event of a transfer of copyrights – PitchParrot B.V. and the Suppliers retain the right to reproduce and publish these materials for their own use. The Client acknowledges PitchParrot's right to include the production in promotional material, including PitchParrot's portfolio.
10.6 If PitchParrot B.V. has come up with ideas with regard to work to be performed by PitchParrot B.V., the Client will not make use of these ideas if, for any reason whatsoever, the assignment concerned is ultimately not carried out by PitchParrot.
10.7 The Client shall not register or record the materials supplied by PitchParrot, including words, images, slogans, pay-offs, etc., as trademarks or otherwise, without the prior written consent of PitchParrot B.V.
10.8 The Client will not make the production delivered by PitchParrot public via radio, television or as a pre-roll without the prior written consent of PitchParrot B.V. PitchParrot's consent may be subject to a fee to be agreed between the parties.
10.9 In the event that the Client acts in breach of its contractual obligations, PitchParrot B.V. is entitled to suspend or to terminate its licence to use the production.
10.10 The Client indemnifies PitchParrot B.V. against all claims from third parties regarding intellectual property rights relating to materials and/or data provided by the Client.
10.11 If the Client acts in contravention of the provisions of paragraphs 2, 3, 4, 5, 6, 7 and 8 of this article, the client shall owe PitchParrot B.V. a penalty of €5,000 for each act, without prejudice to PitchParrot B.V.'s right to claim full damages.
Article 11 Copyrights
11.1 If the Client wishes PitchParrot B.V., in its execution of the agreement, to make use of recordings of performances of musical works or other sounds provided by the Client, then the Client guarantees that it holds the necessary rights or copyrights.
11.2 The Client indemnifies PitchParrot B.V. and/or the Suppliers against all claims from third parties regarding payment of the performance and/or production rights owing.
11.3 Furthermore, the Client indemnifies PitchParrot B.V. and/or the Suppliers against all claims brought by third parties due to PitchParrot's exercising of the rights extended to them under the authorisation of the Client. The Client shall compensate PitchParrot and/or the Supplier for all losses (including costs for legal assistance and litigation costs) arising for PitchParrot or the Supplier as a result of these claims.
Article 12 Liability and Indemnity
12.1 PitchParrot B.V. is not liable for loss or damage of any nature whatsoever that is caused by PitchParrot's reliance on incorrect and/or incomplete information supplied by or on behalf of the Client.
12.2 In the event that PitchParrot B.V. is liable for any loss or damage in any form whatsoever, then the liability of PitchParrot B.V. is limited to a maximum of twice the invoiced amount of the agreement.
12.3 The liability of PitchParrot B.V. is in any case always limited to the amount paid out by its insurer, where applicable.
12.4 PitchParrot B.V. is only liable for direct losses.
12.5 Direct loss shall be exclusively understood to mean the reasonable costs for determining the cause and extent of the loss, to the extent that this determination relates to loss within the meaning of these General Terms and Conditions, the reasonable costs (if any) incurred to compensate for the inadequate performance of PitchParrot B.V. in fulfilling the agreement, insofar as these can be attributed to PitchParrot, and reasonable costs incurred in order to prevent or limit loss, insofar as the Client demonstrates that these costs resulted in the limitation of direct loss as intended in these General Terms and Conditions. PitchParrot B.V. is never liable for indirect loss, including consequential loss, lost profit, missed savings and loss caused by business interruption.
12.6 The limitations of liability included in this article do not apply in the event that the loss is owing to wilful intent or gross negligence on the part of PitchParrot B.V. or its managerial subordinates.
Article 13 Other Provisions
13.1 The parties are not free to transfer rights or obligations to third parties without prior written permission.
13.2 In the event that any passage or provision of these General Terms and Conditions or an agreement made between PitchParrot B.V. and the Client is at any time invalid and/or annulled, the other provisions shall nonetheless remain in full force. For the invalid and/or annulled passage(s) or provision(s), an arrangement shall be made that most closely approximates the parties' intentions.
13.3 All information originating from the other party that might reasonably be suspected of being confidential will be treated as confidential by the parties and will not be made available to third parties.
13.4 These General Terms and Conditions and all agreements between the parties are governed by Dutch law, and any disputes that may arise will be submitted exclusively to the competent court in The Hague.