Version 1.1 — October 2022

These supplementary conditions apply alongside the NL Digital terms and conditions, which govern the agreement between Picturae B.V. and the Client. Where these supplementary conditions conflict with the NL Digital terms, the order of precedence set out in the applicable Agreement prevails.

General

  1. The prices agreed between the parties are based on, among other things, the costs of salary, social security, materials, travel and accommodation, etc., as well as the exchange rate between the currencies used as applicable at the time of this Agreement’s conclusion. In the event of changes in one or more cost items, the exchange rate and/or inflation, Picturae will be entitled to adjust the prices based on these changes.
  2. Picturae reserves the right to index and adjust the prices and rates annually.
  3. If Picturae bases its prices on statements by the Client, it may legitimately expect those to be correct. If these statements prove to be incorrect, Picturae will be entitled to charge at least 90% of the invoice amount.
  4. In case the offer is based on a subsequent calculation, the subsequent calculation will involve an approximate estimate of the expected costs prior to commencement of the assignment, without prejudice to the above. All costs actually incurred in connection with the work will be charged after the work to be performed has been performed. The Client is therefore aware of the fact that it is possible that the previously determined estimate might be lower than the costs actually incurred. If no method of settlement has been agreed in advance, work will be performed based on subsequent calculation.
  5. Picturae is entitled to charge a minimum of 3 (three) hours for any uninterrupted period in which Picturae performs less than 3 (three) hours of work at a premises other than Picturae’s premises. A period is uninterrupted if the time during which no work is performed between one period and the next period in which work is performed does not exceed 1 (one) hour.
  6. Work performed outside of business days will be considered overtime. In the event of overtime before or after business days, the applicable rate will be increased by a surcharge of 50%. In the event of overtime during the weekend or public holidays, the applicable rate will be increased by a surcharge of 100%.
  7. In case of a fixed price agreement, the work will be performed against a rate agreed in advance. If the assignment involves customised services, the settlement will be based on a fixed price or subsequent calculation.
  8. Overruns of up to 10% of the price will be deemed to have been tacitly accepted and need not be stated as such to and/or approved by the Client.
  9. Picturae may perform a feasibility study before proceeding with delivery. The goal of this study is to inform the Client about the feasibility of the assignment at an early stage.
  10. Picturae will issue an opinion regarding the feasibility of the assignment, possibly based on a feasibility study. Picturae is always entitled to perform a feasibility study, or to have such performed, at its own initiative. At the Client’s request, the findings from the aforementioned study will be made available to the Client. A positive opinion generally means that Picturae will proceed with delivery. A negative opinion means that Picturae will reject delivery, stating reasons, and propose an alternative, if possible.
  11. The costs of the feasibility study are always borne by the Client, regardless of the outcome of the feasibility study.
  12. The Client guarantees that it has the right to make the source material in question available to Picturae and allow Picturae to perform the services described in the Agreement. The Client indemnifies Picturae against all claims, in so far these are based on the position that Picturae is violating a right (or rights) of a third party (or third parties) when performing its services.
  13. Unless explicitly agreed upon and included in the cost overview, the services purchased do not include the provision or availability of back-up, fall-back and recovery services.
  14. Unless explicitly agreed otherwise, the Client will accept every delivery or partial delivery as a result of the services in the state the result is in at the time of delivery.
  15. Picturae is entitled to subcontract work resulting from the Agreement to its affiliated companies at its own discretion. Such work will be carried out in accordance with the conditions of the Agreement and may be invoiced directly to the Client by the relevant legal entity. Client gives permission for this in advance – if and insofar as required.

Digitization

  1. Digitization entails the creation by Picturae of machine-readable renditions of materials for the Client. The following terms and conditions will apply if the Client purchases Digitization services.
  2. In principle, the Digitization takes place at Picturae’s office. Picturae remains entitled to perform the Digitization at other locations.
  3. The Client is responsible for providing the source material in accordance with the description of the source material in the offer. If Picturae believes that the condition of the source material is insufficient, the source material deviates from that description or is unsuitable for a service, Picturae will be entitled to (i) charge contract extras or (ii) still refuse the assignment and charge costs already incurred to the Client. This could for example be the case if mould has formed on the material.
  4. The Client is responsible for providing the source material within 2 (two) months after the assignment was given, unless agreed otherwise. If the Client fails to provide the source material, or fails to do so on time, Picturae will be entitled to charge standstill costs to the Client. In that case, Picturae will be entitled to adjust the schedule.
  5. Picturae will endeavour to take all measures at its disposal that are useful and required to prevent any degradation of the source material. Picturae is not liable for any damage to the source material that is the direct consequence of external factors such as mould or the natural degradation of the source material, except when this is the result of gross negligence or recklessness.
  6. Picturae has the rights to delete digital files created for the project, unilaterally and without prior notice, at a time of its choosing, four months after full or partial delivery. A longer retention period is possible following a written request to that effect. Picturae is entitled to charge its usual rates if a longer retention period is desired. If no written request is made, a possible deletion will be for the risk of the client.