Drawn up and resolved in Baarn, dated January 12, 2026.
Kinekt is a trade name owned by Voyage Communications BV. In the remainder of this document, we will use Kinekt.
Article 1: Definitions
In these general terms and conditions, the following terms are used in the following meaning, unless explicitly stated otherwise:
Kinekt: the communications agency that uses these general terms and conditions, hereinafter referred to as Contractor.
Client: the other party to Kinekt.
Agreement: the service agreement.
Article 2: General
2.1 These terms and conditions apply to every offer, quotation and agreement between Contractor and a Client to which Contractor has declared these terms and conditions applicable, insofar as the parties have not expressly and in writing deviated from these terms and conditions in the agreement.
2.2 The present terms and conditions also apply to all agreements with Contractor for the execution of which third parties must be involved.
2.3 Any deviations from these general terms and conditions are only valid if they have been expressly agreed upon in writing.
2.4 The applicability of any purchasing or other terms and conditions of the Client is expressly rejected.
2.5 If one or more of the provisions in these general terms and conditions should be null or void or should be annulled, the remaining provisions of these general terms and conditions shall remain fully applicable. Contractor and Client shall then enter into consultation in order to agree on new provisions to replace the null or void provisions, whereby the purpose and intent of the original provision shall be taken into account.
Article 3: Offers and Quotations
3.1 All offers are non-binding, unless stated otherwise in the offer.
3.2 The quotations made by Contractor are non-binding and are valid for 30 days, unless stated otherwise. Acceptance by Client must be made in writing.
3.3 A composite price quotation does not oblige Contractor to perform part of the assignment for a corresponding part of the stated price.
3.4 Offers or quotations do not automatically apply to subsequent assignments other than those referred to in the present agreement.
Article 4: Execution of the Agreement
4.1 If and insofar as proper execution of the agreement requires this, Contractor has the right to have certain work performed by third parties.
4.2 Contractor is not liable for damage of any nature whatsoever caused by the fact that Contractor has relied on incorrect and/or incomplete information provided by Client, unless this incorrectness or incompleteness was or should have been known to Contractor.
4.3 Client indemnifies Contractor against any claims by third parties who suffer damage in connection with the execution of the agreement and which are attributable to Client.
Article 5: Modification of the Agreement
5.1 If during the execution of the agreement it appears that it is necessary for proper execution to modify or supplement the work to be performed, the parties shall timely and in mutual consultation adjust the agreement accordingly.
5.2 If the parties agree that the agreement is modified or supplemented, the time of completion may be affected. Contractor will inform Client of this as soon as possible.
5.3 If the modification or supplement to the agreement will have financial and/or qualitative consequences, Contractor will inform Client of this in advance.
5.4 If a fixed price has been agreed, Contractor shall indicate to what extent the modification or supplement to the agreement will result in an exceeding of that price.
5.5 In derogation of paragraph 5.3, Contractor shall not be able to charge additional costs if the modification or supplement is the result of circumstances that fall within the sphere of influence of Contractor.
Article 6: Contract Duration; Execution Period
6.1 The agreement between Contractor and Client is entered into for a specific period related to a project or assignment. If neither the agreement nor the quotation can derive a specific period as referred to above, the agreement is for an indefinite period. Client’s notice period is then six months.
6.2 If a period has been agreed within the term of the agreement for the completion of certain work, this is never a strict deadline. In case of exceeding the execution period, Client must always first put Contractor in default in writing by granting Contractor a reasonable additional period.
Article 7: Price
7.1 The parties may agree on a fixed price when entering into the agreement.
7.2 If no fixed price is agreed, the price will be determined on the basis of actual hours spent. The price is calculated according to Contractor’s usual hourly rates, unless a different hourly rate has been agreed.
7.3 The price and any cost estimates are always exclusive of VAT.
7.4 For assignments with a duration of more than three months, the parties may agree that the costs due will be invoiced periodically.
7.5 Furthermore, Contractor is entitled to pass on price increases if certain rates (for example wages) have increased between the moment of offer and delivery.
7.6 In addition, Contractor may increase the price when it appears during the execution of the work that the estimate of the number of man-hours was seriously underestimated when concluding the agreement. Contractor will in that case inform Client of the intention to increase the fee or rate. Contractor will state when the increase will take effect and what it amounts to.
Article 8: Payment
8.1 Payment of the invoice must be made within 14 days after the invoice date. Objections to the amount of the invoice do not suspend the payment obligation.
8.2 For projects with a total project fee below €10,000 (excl. VAT), Contractor invoices in two instalments: 50% upon acceptance of the assignment and 50% upon technical delivery.
8.3 For projects with a total project fee of €10,000 or more (excl. VAT), Contractor invoices in three instalments: 50% upon acceptance of the assignment, 25% halfway through the project, and 25% upon technical delivery.
8.4 “Technical delivery” means the agreed deliverables are delivered to the agreed environment (e.g., staging/production) and made available for acceptance and/or testing.
8.5 If Client fails to make payment, they are automatically in default. Client then owes interest of 1% per month. The interest will be calculated on the amount due from the moment of default until the moment of full payment. If Contractor has to incur collection costs due to late payment by Client, these will be charged to Client.
8.6 In case of liquidation, bankruptcy, seizure or suspension of payment on the part of Client, Contractor’s claims become immediately payable.
Article 9: Termination
9.1 Both parties can terminate the agreement in writing.
9.2 If the agreement is for an indefinite period, Client must observe the notice period as stated in Article 6.1.
9.3 If the agreement is terminated prematurely by Client, Contractor is entitled to compensation for any loss of capacity, unless facts and circumstances underlying the termination are attributable to Contractor. Furthermore, Client is then obliged to pay for the work performed up to that point. The preliminary results of the work performed up to that point will then also be made available to Client subject to payment.
9.4 If the agreement is terminated prematurely by Contractor, they will, in consultation with Client, arrange for the transfer of work still to be performed to third parties, unless facts and circumstances underlying the termination are attributable to Client.
9.5 If the transfer of work entails additional costs for Contractor, these will be charged to Client.
Article 10: Suspension and Dissolution
10.1 Contractor is authorized to suspend the fulfillment of their obligations or to dissolve the agreement if:
- Client fails to fulfill the obligations under the agreement in full or in part;
- after concluding the agreement, circumstances have come to Contractor’s knowledge that give good reason to fear that Client will not fulfill their obligations;
- Client was requested at the conclusion of the agreement to provide security for the fulfillment of their obligations and this security is not forthcoming or is insufficient.
10.2 Furthermore, Contractor is authorized to dissolve the agreement (or have it dissolved) if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if circumstances otherwise arise that are of such a nature that unmodified continuation of the agreement cannot reasonably be expected.
10.3 If the agreement is dissolved, Contractor’s claims against Client become immediately payable. If Contractor suspends the fulfillment of obligations, they retain their claims under the law and agreement.
10.4 Contractor always retains the right to claim damages.
10.5 Client is not permitted to suspend payment or offset their own claims, whether or not due to alleged shortcomings.
Article 11: Retention of Title
11.1 All goods delivered by Contractor, including designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of Contractor until the moment Client has fulfilled all obligations under the agreements concluded with Contractor.
11.2 Client is not authorized to pledge the goods falling under the retention of title or to encumber them in any other way.
11.3 If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, Client is obliged to inform Contractor of this as quickly as may reasonably be expected.
11.4 In the event that Contractor wishes to exercise their property rights indicated in this article, Client hereby gives Contractor unconditional and irrevocable permission, or to third parties designated by them, to enter all those places where Contractor’s properties are located and to reclaim those goods.
Article 12: Liability
12.1 Contractor accepts no liability for damage suffered by Client that is the result of shortcomings in the fulfillment of the agreement or unlawful acts, unless this damage is the result of intent or deliberate recklessness on the part of Contractor or their management.
12.2 If it is established in court that Contractor is liable for damage caused, then this liability is limited to the actual direct damage suffered as a result of the specific performance (such as delivery of a publication or supervision of work by engaged third parties) and limited in scope to the amount paid for performing this specific performance with a maximum of €25,000.
12.3 Contractor is not liable:
- for damage resulting from the use or application of services delivered by Contractor;
- for work performed by and conduct of third parties such as printers, lithographers and ICT and internet companies engaged in the execution of the agreement or for damage due to force majeure situations at those third parties.
12.4 When Contractor engages third parties, except for Contractor’s own shortcomings, Contractor can never be held liable by Client for shortcomings of those third parties. When Client directly addresses the third party, Client indemnifies Contractor against any claim by that third party in connection with that liability as well as all related costs.
12.5 Contractor’s liability is always limited to the amount that may be paid out under Contractor’s professional liability insurance in the relevant case. This possible insurance has limitations in coverage, including with regard to the amount of damage and the number of claims per year. Upon request, access can be obtained to an insurance statement showing the main features of that insurance.
12.6 If no payment is made under said insurance, for whatever reason, or if Contractor has no liability insurance, Contractor’s liability is limited to three times the amount charged by Contractor in connection with the relevant agreement and paid by Client in a timely manner in the twelve months preceding the moment when the event that gave rise to liability occurred, with a maximum liability of €25,000.
12.7 All rights of claim and other rights of Client against Contractor in connection with services performed by them expire after one year from the day on which Client became aware or could reasonably have become aware of the existence of the circumstances underlying their rights.
12.8 The limitations of liability for damage included in these terms and conditions do not apply if the damage is due to intent or deliberate recklessness on the part of Contractor or their subordinates.
Article 13: Force Majeure
13.1 Parties are not obliged to fulfill any obligation if they are prevented from doing so as a result of a circumstance that is not due to fault and is not for their account by virtue of law, legal act or generally accepted principles.
13.2 Force majeure in these general terms and conditions means all external causes, whether or not foreseen, over which Contractor has no control, but as a result of which Contractor is unable to fulfill their obligations. Strikes in Contractor’s business are included.
13.3 Contractor also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after they should have fulfilled their obligations.
13.4 Parties can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, either party is entitled to dissolve the agreement without obligation to pay damages.
13.5 Insofar as Contractor has partially fulfilled their obligations under the agreement at the time force majeure occurs or will be able to fulfill them, and the fulfilled or to-be-fulfilled part has independent value, Contractor is entitled to invoice the already fulfilled or to-be-fulfilled part separately. Client is obliged to pay this invoice as if it were a separate agreement.
Article 14: Intellectual Property and Copyrights
14.1 The copyrights and all other intellectual property rights relating to the services delivered by Contractor rest with Contractor or their suppliers. Contractor makes an express copyright reservation and these terms and conditions should be seen as an agreement deviating from Article 8 of the Copyright Act. Any consent by Contractor to publication without mentioning Contractor and/or the name of the creator does not mean that Client can be considered as the creator of the services.
14.2 The provisions of Article 14.1 can only be deviated from by written agreement. The rights then granted to Client will be specified in an agreement and will not (be able to) comprise more than what is stipulated in the agreement. Any licenses and transfers granted shall be interpreted restrictively in case of a dispute.
14.3 If Client supplies Contractor with material on which copyrights or other intellectual property rights of third parties may rest, Client indemnifies Contractor against all claims by third parties including damage and costs to be incurred by Contractor in connection therewith resulting from infringement of those rights belonging to third parties.
14.4 Estimates, concepts, plans, reports, catalogs and other documents that are made available to Client in anticipation of or in the context of the quotation or during the execution of the assignment remain the property of Contractor and must be returned to them carriage paid upon first request from Contractor.
14.5 Client must keep the information mentioned in Article 14.4 and all other information of which they become aware – in particular know-how concerning the services to be delivered – confidential, not make it available to third parties or use it for themselves other than as agreed.
Article 15: Non-Solicitation of Personnel
15.1 During the term of the agreement as well as one year after its termination, Client shall in no way employ staff members of Contractor or of companies that Contractor has engaged for the execution of this agreement and who are (have been) involved in the execution of the agreement, or otherwise have them work for them, directly or indirectly.
Article 16: Disputes
16.1 The court in Amsterdam has exclusive jurisdiction to hear all disputes arising from an agreement between Contractor and Client, unless the cantonal court has absolute jurisdiction. Contractor additionally reserves the right to submit the dispute to the legally competent court.
Article 17: Applicable Law
17.1 Dutch law applies to every agreement between Contractor and Client.