Terms & conditions
The Drawingroom BV
1. Definitions and scope
1.1 In these General Terms and Conditions, the following definitions apply:
a. The Drawingroom BV: the private limited liability company The Drawingroom BV, having its registered office in the Netherlands, acting as contractual intermediary.
b. Client: any legal entity or professional party that enters into an agreement with The Drawingroom BV.
c. Independent Contractor: a legal person acting in the course of its business or profession, engaged via The Drawingroom BV to perform services for the Client.
d. Agreement: any agreement between The Drawingroom BV and the Client relating to the intermediation and coordination of services performed by one or more Independent Contractors.
1.2 These General Terms and Conditions apply to all offers, agreements and legal relationships between The Drawingroom BV and the Client, to the exclusion of any general or purchase conditions of the Client, unless expressly agreed otherwise in writing.
2. Role of The Drawingroom BV
2.1 The Drawingroom BV acts exclusively as an independent contractual intermediary between the Client and one or more Independent Contractors.
2.2 The Drawingroom BV does not perform the substantive creative or professional services itself, unless explicitly agreed otherwise in writing.
2.3 No employment relationship is created between:
a. the Client and The Drawingroom BV,
b. the Client and any Independent Contractor, or
c. The Drawingroom BV and any Independent Contractor.
2.4 The Drawingroom BV does not exercise authority, supervision or control over the manner in which the Independent Contractor performs the services.
3. Independent Contractors and DBA compliance
3.1 Independent Contractors engaged via The Drawingroom BV operate as independent entrepreneurs, performing their activities for their own account and risk.
3.2 Independent Contractors are responsible for:
a. their own tax obligations, social security contributions and insurances,
b. the use of their own tools, equipment and working methods, and
c. compliance with applicable laws and professional standards.
3.3 There is no obligation of personal performance. Subject to reasonable requirements of quality, confidentiality and security, an Independent Contractor may arrange for replacement.
3.4 The Client acknowledges that the services are not embedded as employment within its organisation and that no labour law or employment rights apply.
4. Engagement and execution
4.1 Offers and proposals issued by The Drawingroom BV are non-binding unless expressly stated otherwise.
4.2 The Client is responsible for providing timely, complete and accurate information necessary for the performance of the services.
4.3 Any timelines or delivery dates are indicative only, unless expressly agreed otherwise in writing.
4.4 The Client is responsible for the substantive direction, acceptance and approval of the services performed by the Independent Contractor.
5. Fees and payment
5.1 Fees agreed between The Drawingroom BV and the Client are exclusive of VAT and any other applicable taxes or levies.
5.2 Invoices must be paid within thirty (30) days of the invoice date, unless agreed otherwise in writing.
5.3 Late payment results in statutory commercial interest being due, without further notice of default. All judicial and extrajudicial collection costs shall be borne by the Client.
5.4 The Client is not entitled to suspend or set off payment obligations.
6. Engagement of third parties
6.1 Independent Contractors and other third parties engaged in the context of an Agreement act outside any employment relationship with the Client or The Drawingroom BV.
6.2 Where The Drawingroom BV facilitates the engagement of third parties, this is done on behalf of and for the account and risk of the Client, unless expressly agreed otherwise.
7. Intellectual property rights
7.1 Intellectual property rights arising from the services performed by Independent Contractors vest in the Independent Contractor or the Client, as agreed between them or as set out in the relevant Agreement.
7.2 The Drawingroom BV does not acquire or transfer intellectual property rights unless explicitly agreed in writing.
7.3 The Client indemnifies The Drawingroom BV against any claims relating to intellectual property rights arising from the use of deliverables.
8. Confidentiality
8.1 All parties shall maintain confidentiality with respect to all confidential information obtained in the context of the Agreement.
8.2 Confidentiality obligations survive termination of the Agreement.
9. Liability
9.1 The Drawingroom BV is only liable for direct damage resulting from an attributable failure in the performance of its intermediation obligations.
9.2 Liability of The Drawingroom BV is limited to the amount invoiced to the Client in the twelve (12) months preceding the event giving rise to liability, with a maximum of EUR 45,000, unless mandatory law provides otherwise.
9.3 Liability for indirect damage, including consequential loss, loss of profit, data loss or business interruption, is excluded.
9.4 Any claim must be submitted in writing within twelve (12) months after the Client became aware of the damage.
10. Indemnification
10.1 The Client indemnifies The Drawingroom BV against any claims from Independent Contractors, tax authorities or third parties arising from:
a. alleged employment relationships,
b. tax or social security claims, or
c. misuse of deliverables by the Client.
11. Termination
11.1 Agreements may be terminated in accordance with the terms agreed therein or, in the absence thereof, with due observance of a reasonable notice period.
11.2 Termination does not affect payment obligations for services already performed.
12. Assignment
12.1 The Client may not assign or transfer its rights or obligations without prior written consent of The Drawingroom BV.
13. Governing law and jurisdiction
13.1 All agreements and legal relationships are governed by Dutch law.
13.2 Any disputes shall be submitted to the competent court in the district where The Drawingroom BV has its registered office, unless mandatory law provides otherwise.
