Terms and Conditions

Definitions

BrydgeWork: BrydgeWork Animaties, established in Utrecht under Chamber of Commerce no. 83165185.
Customer: the person with whom BrydgeWork has entered into an agreement.
Parties: BrydgeWork and the customer together.
Consumer: a customer who is also an individual acting in a private capacity.

Applicability of the General Terms and Conditions

These conditions apply to all quotations, offers, activities, orders, agreements, and deliveries of services or products by or on behalf of BrydgeWork.
Parties may only deviate from these conditions if they have explicitly and in writing agreed to do so.
Parties expressly exclude the applicability of any additional and/or deviating general terms and conditions of the customer or third parties.

Quotations and Offers

Quotations and offers from BrydgeWork are without obligation, unless expressly stated otherwise.
A quotation or offer is valid for a maximum of 1 month, unless a different acceptance period is stated in the quotation or offer.
If the customer does not accept a quotation or offer within the applicable period, the quotation or offer expires.
Quotations and offers do not apply to repeat orders, unless the parties have expressly agreed this in writing.

Acceptance

Upon acceptance of a non-binding quotation or offer, BrydgeWork reserves the right to withdraw the quotation or offer within 3 days of receipt of the acceptance, without the customer being entitled to any rights or compensation.
Oral acceptance by the customer only binds BrydgeWork after the customer has confirmed it in writing (or electronically).

Prices

All prices used by BrydgeWork are in euros, exclusive of VAT and exclusive of any other costs such as administrative costs, levies, and travel, shipping, or transport costs, unless expressly stated otherwise or otherwise agreed.
BrydgeWork may change all prices for its services and products, on its website or otherwise made known, at any time.
For a service provided by BrydgeWork, the parties agree on a total amount as a guideline price, unless the parties have expressly and in writing agreed on a fixed price that cannot be deviated from.
BrydgeWork is entitled to deviate up to 10% from the guideline price.
If the guideline price is likely to exceed 10%, BrydgeWork must timely inform the customer why a higher price is justified.
If the guideline price is likely to exceed 10%, the customer has the right to cancel the part of the assignment that exceeds the guideline price plus 10%.
BrydgeWork has the right to adjust prices annually.
BrydgeWork will announce price adjustments to the customer prior to their commencement.
The consumer has the right to terminate the agreement with BrydgeWork if he does not agree to the price increase.

Payments and Payment Term

Upon entering into the agreement, BrydgeWork may require a down payment of up to 50% of the agreed amount. This must be paid within a maximum of 30 days.
If an accepted quotation is cancelled before the work has started, the customer will be charged 50% of the total quotation cost. This is to compensate for the time and resources already invested in preparing the assignment.
If the customer decides to cancel the assignment midway after production has begun, the customer is obliged to pay the full invoice for the relevant animation(s). This is because the costs for time and resources have already been incurred and cannot be undone.
The remaining amount must be paid in arrears within 30 days of delivery.
Payment terms are regarded as strict deadlines. This means that if the customer has not paid the agreed amount by the last day of the payment term, he is legally in default and in breach, without BrydgeWork having to send a reminder or declare the customer in default.
BrydgeWork reserves the right to make delivery dependent on immediate payment or to demand security for the total amount of the services or products.

Consequences of Not Paying on Time

If the customer does not pay within the agreed term, BrydgeWork is entitled to charge statutory commercial interest from the day the customer is in default, whereby part of a month is counted as a whole month.
When the customer is in default, he also owes extrajudicial collection costs and any damages to BrydgeWork.
The collection costs are calculated in accordance with the Decree on compensation for extrajudicial collection costs.
If the customer does not pay on time, BrydgeWork may suspend its obligations until the customer has fulfilled his payment obligation.
In the event of liquidation, bankruptcy, attachment, or suspension of payment on the part of the customer, the claims of BrydgeWork on the customer become immediately due and payable.
If the customer refuses to cooperate with the execution of the agreement by BrydgeWork, he is still obliged to pay the agreed price to BrydgeWork.

Right of Reclamation

Once the customer is in default, BrydgeWork is entitled to invoke the right of reclamation with regard to the unpaid products delivered to the customer.
BrydgeWork invokes the right of reclamation by means of a written or electronic communication.
As soon as the customer has been informed of the invoked right of reclamation, the customer must immediately return the products to which this right relates to BrydgeWork, unless the parties make other agreements.
The costs for retrieving or returning the products are borne by the customer.

Right of Suspension

Unless the customer is a consumer, the customer waives the right to suspend the fulfilment of any obligation arising from this agreement.

Right of Retention

BrydgeWork may invoke its right of retention and, in that case, retain products of the customer until the customer has paid all outstanding invoices in respect of BrydgeWork, unless the customer has provided sufficient security for those costs.
The right of retention also applies on the basis of previous agreements from which the customer still owes payments to BrydgeWork.
BrydgeWork is never liable for any damage that the customer may suffer as a result of exercising its right of retention.

Set-Off

Unless the customer is a consumer, the customer waives the right to set off a debt to BrydgeWork against a claim on BrydgeWork.

Retention of Title

BrydgeWork remains the owner of all delivered products until the customer has fully complied with all his payment obligations towards BrydgeWork under any agreement concluded with BrydgeWork, including claims regarding failure to perform.
Until such time, BrydgeWork may invoke its retention of title and take back the items.
Before ownership has passed to the customer, the customer may not pledge, sell, dispose of, or otherwise encumber the products.
If BrydgeWork invokes its retention of title, the agreement shall be considered dissolved, and BrydgeWork has the right to claim damages, lost profits, and interest.
BrydgeWork reserves the right to include all delivered products in its portfolio on its website unless the customer explicitly indicates otherwise.

Delivery

Delivery takes place while stocks last.
Delivery takes place at BrydgeWork, unless the parties have agreed otherwise.
Delivery of products ordered online takes place at the address indicated by the customer.
If the agreed amounts are not paid or not paid on time, BrydgeWork has the right to suspend its obligations until the agreed part is still paid.
In the event of late payment, the customer is in creditor’s default, which means that the customer cannot hold BrydgeWork liable for a delayed delivery.

Delivery Time

The delivery times stated by BrydgeWork are indicative and do not entitle the customer to dissolution or compensation if exceeded, unless the parties have expressly agreed otherwise in writing.
The delivery time starts after the quotation signed for approval by the customer has been confirmed in writing or electronically by BrydgeWork to the customer.
Exceeding the stated delivery time does not entitle the customer to compensation or the right to dissolve the agreement, unless BrydgeWork cannot deliver within 14 days after being notified in writing or unless the parties have agreed otherwise.

Actual Delivery

The customer must ensure that the actual delivery of the products ordered by him can take place on time.

Transport Costs Transport costs are at the customer’s expense, unless the parties have agreed otherwise.

Packaging and Shipping

If the packaging of a delivered product is opened or damaged, the customer must have the carrier or deliverer make a note of this before receiving the product, failing which BrydgeWork cannot be held liable for any damage.
If the customer arranges transport of a product himself, he must report any visible damage to products or packaging to BrydgeWork prior to transport, failing which BrydgeWork cannot be held liable for any damage.

Insurance

The customer is obliged to adequately insure and keep insured the following items against, among other things, fire, explosion, and water damage as well as theft: • delivered items that are necessary for the execution of the underlying agreement • items of BrydgeWork that are present at the customer’s premises • items delivered under retention of title
At BrydgeWork’s first request, the customer shall provide the insurance policy for inspection.

Storage

If the customer picks up ordered products later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.
Any additional costs as a result of early or late collection of products are entirely at the expense of the customer.

Warranty

If the parties have entered into an agreement with a service-providing nature, it only contains an obligation of best efforts for BrydgeWork and therefore no obligation of result.
The warranty regarding products only applies to defects caused by faulty manufacturing, construction, or material.
The warranty does not apply in the case of normal wear and tear, damage caused by accidents, changes made to the product, negligence, or improper use by the customer, and when the cause of the defect cannot be clearly determined.
The risk of loss, damage, or theft of products that are the subject of an agreement between the parties passes to the customer at the time they are legally and/or actually delivered, or come into the power of the customer or a third party who receives the product on behalf of the customer.

Execution of the Agreement

BrydgeWork will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
BrydgeWork has the right to have the agreed services (partially) performed by third parties.
The agreement is carried out in mutual consultation and after written approval and payment of any agreed advance by the customer.
It is the customer’s responsibility that BrydgeWork can start the execution of the agreement on time.
If the customer has not ensured that BrydgeWork can start the execution of the agreement on time, the resulting additional costs and/or extra hours will be borne by the customer.

Provision of Information by the Customer

The customer shall provide all information, data, and documents that are relevant for the proper execution of the agreement to BrydgeWork in a timely manner and in the desired form and manner.
The customer guarantees the correctness, completeness, and reliability of the information, data, and documents made available, also if they come from third parties, insofar as the nature of the agreement does not dictate otherwise.
If and insofar as the customer so requests, BrydgeWork will return the documents in question.
If the customer does not, not timely, or not properly make the information, data, or documents reasonably required by BrydgeWork available, and if the execution of the agreement is delayed as a result, the additional costs and extra hours arising therefrom will be borne by the customer.

Confidentiality

The customer shall keep secret all information (in whatever form) he receives from BrydgeWork.
The same applies to all other information concerning BrydgeWork of which the customer knows or can reasonably suspect that it is secret or confidential, or of which the customer can expect that its dissemination could cause harm to BrydgeWork.
The customer shall take all necessary measures to ensure that he keeps the information referred to in paragraphs 1 and 2 confidential.
The confidentiality obligation described in this article does not apply to information: • that was already public before the customer learned this information or which later became public without being the result of a breach of the confidentiality obligation of the customer • that the customer must disclose due to a legal obligation
The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its termination.

Penalty Clause

If the other party breaches the article of these general terms and conditions regarding confidentiality or intellectual property, the other party shall forfeit for each violation an immediately due and payable penalty to BrydgeWork. • if the other party is a consumer, this penalty amounts to €1,000 • if the other party is a legal entity, this penalty amounts to €5,000
In addition, the other party shall forfeit an amount equal to 5% of the amount referred to in paragraph 1 for each day that the violation continues.
No prior notice of default or legal proceedings are required for the forfeiture of this penalty. Nor is there any need for any form of damage.
The forfeiture of the penalty referred to in the first paragraph of this article does not affect BrydgeWork’s other rights, including its right to claim compensation in addition to the penalty.

Indemnification

The customer indemnifies BrydgeWork against all claims from third parties related to the products and/or services delivered by BrydgeWork.

Complaints

The customer must examine a product or service provided by BrydgeWork as soon as possible for any shortcomings.
If a delivered product or service does not meet what the customer could reasonably expect from the agreement, the customer must inform BrydgeWork of this as soon as possible, but in any case within 1 month after discovering the shortcomings.
Consumers must inform BrydgeWork at the latest within 2 months after discovering the shortcomings.
The customer provides as detailed a description of the shortcoming as possible, so that BrydgeWork is able to respond adequately.
The customer must demonstrate that the complaint relates to an agreement between the parties.
If a complaint relates to ongoing work, it can in any case not lead to BrydgeWork being obliged to perform other work than that agreed.

Notice of Default

The customer must make any notices of default known to BrydgeWork in writing.
It is the customer’s responsibility that a notice of default actually reaches BrydgeWork (on time).

Joint and Several Liability of the Customer

If BrydgeWork enters into an agreement with multiple customers, each of them is jointly and severally liable for the full amounts they owe BrydgeWork under that agreement.

Liability of BrydgeWork

BrydgeWork is only liable for any damage the customer suffers if and insofar as that damage is caused by intent or deliberate recklessness.
BrydgeWork is never liable for indirect damage such as consequential damage, lost profit, missed savings, or damage to third parties.
If BrydgeWork is liable, this liability is limited to the amount that is paid out under a concluded (professional) liability insurance and, in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (portion of the) invoice amount to which the liability relates.
All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
BrydgeWork is not responsible for the compliance with safety standards, legislation, or regulations by the customer or third parties. The content of the campaigns is for support only and does not replace professional safety advice.
The customer understands and accepts that the application of the campaign content is at his own risk. BrydgeWork is not liable for any incidents, damage, or loss resulting from the use or implementation of the campaign.
BrydgeWork does not provide any guarantees regarding the effectiveness of the safety campaigns. Achieving results such as reducing incidents or obtaining certifications is entirely the responsibility of the customer.
It is the customer’s responsibility to evaluate and implement the campaign content within the specific context of his business. BrydgeWork cannot be held liable for incorrect application or interpretation of the campaign content.
The customer indemnifies BrydgeWork against all claims from third parties arising from the use of the safety campaigns, including but not limited to legal claims, damage, or injury.
BrydgeWork does not monitor the compliance or implementation of the campaign content within the customer’s company. Any defects or shortcomings in execution are entirely the responsibility of the customer.
BrydgeWork is not responsible for the consequences of any changes or modifications made by the customer to the delivered materials.
If the customer provides his own materials or input for the campaign, he indemnifies BrydgeWork against any claim arising from their use.
After delivery of the campaign, the entire risk of implementation and use shifts to the customer, regardless of BrydgeWork’s involvement in supportive activities.
BrydgeWork’s safety campaigns are intended for educational purposes and provide general guidelines. For specific situations or risks, it is recommended to consult a safety advisor.

Expiration Period

Any right of the customer to compensation from BrydgeWork in any event expires 12 months after the event from which the liability directly or indirectly arises. This does not affect the provision of Article 6:89 of the Dutch Civil Code.

Right of Dissolution

The customer has the right to dissolve the agreement if BrydgeWork fails attributably in the fulfilment of its obligations, unless this shortcoming, given its special nature or minor importance, does not justify dissolution.
If fulfilment of the obligations by BrydgeWork is not permanently or temporarily impossible, dissolution can only take place after BrydgeWork is in default.
BrydgeWork has the right to dissolve the agreement with the customer if the customer does not fully or timely fulfil his obligations under the agreement, or if BrydgeWork has become aware of circumstances that give it good reason to fear that the customer will not properly fulfil his obligations.

Force Majeure

In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure of BrydgeWork in the fulfilment of any obligation to the customer cannot be attributed to BrydgeWork in a situation independent of BrydgeWork’s will, as a result of which the fulfilment of its obligations towards the customer is wholly or partially prevented or as a result of which fulfilment of its obligations cannot reasonably be demanded of BrydgeWork.
The circumstances mentioned in paragraph 1 also include, but are not limited to, emergency situations (such as civil war, insurrection, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers, or other third parties; unexpected power, electricity, internet, computer, and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, adverse weather conditions, and work stoppages.
If a force majeure situation arises that prevents BrydgeWork from fulfilling one or more obligations to the customer, those obligations will be suspended until BrydgeWork can meet them again.
If the force majeure situation has lasted for at least 30 calendar days, both parties may fully or partially dissolve the agreement in writing.
BrydgeWork is not obliged to pay any (damage) compensation in a force majeure situation, even if it enjoys some advantage as a result of the force majeure.

Amendment of the Agreement

If, after concluding the agreement, it appears necessary for its execution to amend or supplement its content, the parties will adjust the agreement accordingly in good time and in mutual consultation.
The previous paragraph does not apply to products purchased in a physical store.

Amendment of the General Terms and Conditions

BrydgeWork is entitled to amend or supplement these general terms and conditions.
Changes of minor importance can be made at any time.
Major substantive changes will be discussed with the customer as much as possible in advance.
Consumers are entitled to terminate the agreement in the event of a substantial change to the general terms and conditions.

Transfer of Rights

Rights of the customer under an agreement between the parties cannot be transferred to third parties without the prior written consent of BrydgeWork.
This provision applies as a clause with effect under property law as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.

Consequences of Nullity or Annulment

If one or more provisions of these general terms and conditions prove to be void or voidable, this does not affect the other provisions of these conditions.
In that case, a provision that is void or voidable will be replaced by a provision that comes closest to what BrydgeWork had in mind when drafting the conditions at that point.

Applicable Law and Competent Court

Only Dutch law applies to every agreement between the parties.
The Dutch court in the district where BrydgeWork is established / has its practice / office has exclusive jurisdiction to hear any disputes between the parties, unless the law imperatively prescribes otherwise.

Commercial and Broadcasting Rights

At BrydgeWork, we produce animation videos that include commercial rights. This means that the customer may use the videos for commercial purposes, such as marketing campaigns and company presentations.

Commercial Rights

Commercial rights give the customer the right to use the animation videos in various commercial contexts, such as on websites, social media, and other online and offline marketing channels. This allows companies to use the videos freely to promote their products or services without further restrictions.

Broadcasting Rights

Broadcasting rights are not included in the standard production of animation videos. These rights are necessary when the animation videos are broadcast on television or radio. Because specific licenses and fees are associated with them, these rights must be purchased separately. Customers who need these rights can have them added to the quotation so that we can arrange the necessary licenses.

These General Terms and Conditions apply from December 5, 2024 until further notice.