Contractor Terms and Conditions
1. In these terms and conditions:
“Terms and Conditions” means the agreement constituted by these terms and conditions, and any other written terms and conditions relating to the supply relationship between the parties which are agreed by both parties, notwithstanding any provisions to the contrary which may appear on invoices or any other documentation issued by the Contractor.
“Contractor Agreement” means the agreement constituted by a Contractor Agreement which is signed and/or stamped by both parties , notwithstanding any provisions to the contrary which may appear on invoices or any other documentation issued by the Contractor. It is clearly stated in the agreement between Contractor and Buyer if it is a Contractor Agreement.
“Buyer” means Galaxy Athletics represented by Yannick Clarinda.
“Contractor” means any person or company who provides Products and Services to the Buyer under a Contractor Agreement. This includes but is not limited to Models, Photographers, Affiliates/Influencers.
“Confidential Information” means any information provided by the Buyer to the Contractor concerning its product requirements, product specifications, business, customers (including customer names, contact details, product requirements, product spend details, the types and specifications of products and service supplied by the Buyer to its customers, the prices and terms on which the Buyer provides products and services to its customers), contracts, system and system access details, customer ordering and business software, product cost and pricing, sales methods and techniques, sales figures, marketing plans, budget and other financial information, employee details, internal business policies and procedures, and any information generated during and as a result of the Contractor Agreement (including any pricing arrangements, rebate deals, settlement discounts, terms of payment, other terms of trade, joint marketing plans and artwork, design and specifications for any products manufactured specifically at the Buyer’s request), but does not include:
(a) information or knowledge which is already publicly known, or which subsequently becomes generally publicly known other than as a direct or indirect result of a breach of these Terms and Conditions; or
(b) information or knowledge which is required to be disclosed by law.
“Products” means goods of the type customarily supplied by the Contractor and ordered by the Buyer from the Contractor as stated in the Contractor Agreement.
“Services” means the services which the Contractor is to provide to the Buyer, ancillary to the supply of the Products, and as otherwise requested by the Buyer as stated in the Contractor Agreement.
These Terms and Conditions applies to:
1.1 any Products or any quotations for or offers to supply Products; and/or
1.2 any Services or any quotations for or offers to supply Services; and/or
1.3 any separate Contractor Agreement signed by both Buyer and Contractor.
By providing Products or Services to the Buyer and signing a Contractor Agreement the Contractor indicates its acceptance of all the Terms and Conditions documented here. It is the Contractors responsibility to keep track of any updates of these Terms and Conditions.
2. The Contractor Agreement with the Contractor is non- exclusive, and the Buyer may engage any other person to provide the Products and/ or Services or similar Products and Services as Contractor.
3. These Terms and Conditions does not oblige the Buyer to order any Products and/or Services from the Contractor. A binding contract in regards of the specification of the Services and/or Products which should be provided by the Contractor to the Buyer only arises when the Contractor and Buyer sign and/or stamp a separate Contractor Agreement.
4. Invoices will be paid within 14 days after receiving the invoice unless agreed upon differently in the Contractor Agreement between the Buyer and Contractor, provided that the invoice is correctly rendered, and complies with the Buyer’s order. In the event of any claim by the Buyer against the Contractor, payment may be withheld until such claim is resolved.
An invoice is correctly rendered if:
(a) the specified amount is correctly calculated, with the correct unit prices, and is otherwise due for payment;
(b) the invoice is set out in a manner that enables the Buyer to ascertain the Products and/or Services to which the invoice relates;
(c) the invoice is accompanied (where necessary or where reasonably requested by the Buyer) by verifying documentation;
(d) the invoice is addressed to the address notified by the Buyer; and
(e) the invoice includes the Buyer’s order number and/or Reference Number of the Contractor Agreement, the packing slip/delivery note number; any discounts applicable and reflects payment terms in accordance with this Agreement.
5. Credit Notes must be presented by the Contractor bearing the same address and layout details as an invoice.
6. The Contractor warrants that he/she will:
(a) always provide the Products and Services exercising due care, skill and judgment, in a proper workmanlike manner, and in accordance with the Buyer’s specifications;
(b) provide the Products and Services in the timeframes specified in the Contractor Agreement or as otherwise specified by the Buyer;
(c) ensure that all methods and procedures employed in performing the Services and supplying the Products are ethical and are, where possible, best practice methods and procedures currently employed in the industry;
(d) prepare and submit to the Buyer such reports as are required as to the Contractor’s performance as and when required by the Buyer;
(e) ensure that in providing the Products and Services all applicable laws and regulations are complied with; and
(f) ensure that no act or omission of the Contractor may or may be likely to prejudice or harm the interests of the Buyer.
7. Without limiting the application of any other clause, the Contractor warrants that:
(a) he/she understands all risks, difficulties, contingencies and other matters relating to performing the Services and the Terms and Conditions and Contractor Agreement and is able to comply with the same;
(b) he/she has the resources, skill, competence, expertise, experience, knowledge and ability necessary to supply the Services and Products in accordance with the Contractor Agreement;
(c) he/she will have or will at its expense acquire all licenses, permission, permits or authority required to perform the Services and supply the Products, including all intellectual property rights needed.
8. In the event of any breach of clauses 6 or 7, and without limiting any other rights or remedies which may be available to the Buyer, the Contractor will, at the request of the Buyer, either provide the Products or Services again free of charge, rectify or pay the cost of rectification of any deficiency in the Products or Services, provide the Buyer with a credit in respect of the defaulting Products or Services or repay to the Buyer the price of the defaulting Products or Services.
9. The Contractor shall be liable for and shall indemnify the Buyer for all direct and indirect losses, damages and costs (including, but not limited to, any sums which are paid or payable by the Buyer to third parties and all economic and consequential losses) sustained or incurred by the Buyer as a result provided Services by Contractor which do not comply with the warranties set out in clauses 6 and 7. The said liability of the Contractor shall not be affected by any failure by the Buyer to inspect the non-compliant Services upon or after delivery of the same or any failure by the Buyer to detect or discover the non-compliance, whether or not such failure to inspect the Services or failure to detect or discover the defect was unreasonable or negligent in the circumstances, and it shall not be competent for the Contractor to assert or set up such a failure to inspect the provided Services or such a failure to detect or discover the defect or claim, action or suit by the Buyer in respect providing of the Services.
10. The Buyer reserves the right to deduct from the Contractor’s invoices and fees any taxes or other such deductions the Buyer may consider necessary having regard to its legal obligations to make such payments in respect of the Contractor or this Agreement.
11. The Contractor acknowledges and agrees that the Buyer shall be the sole and exclusive owner of all intellectual property rights related to any and all Products, inventions, discoveries, modification innovations, enhancements, improvements, know-how, computer programs, screen displays, integrated circuits, adaptations, documentation, specifications, designs and all other works, articles, concepts or ideas developed, made, written, created, discovered or designed by the Contractor commissioned, its employees, agents and Contractors, in the course of, or for the purposes of, providing the Products and Services for the Buyer (including all samples, drafts, molds, artwork, designs, photos, film and proofs). The Contractor hereby assigns such intellectual property rights to the Buyer and agrees to execute such further documentation as the Buyer considers necessary in order to support this assignment of intellectual property rights. This clause does not affect the ownership of pre-existing intellectual property which shall continue to belong to its rightful owner, provided that the Contractor will ensure the Buyer has the non-exclusive perpetual free right to use the same for the purposes of this Agreement. Except for the purposes of this Agreement, the Contractor is not permitted to do any of the following, whether directly or indirectly through another person or entity, without the prior written consent of the Buyer:
(a) reproduce or manufacture, whether for sample purposes or otherwise, any product the intellectual property rights in which belong to the Buyer;
(b) reproduce, copy or display the image of any product the intellectual property rights in which belong to the Buyer; or
(c) give away, deal with, or sell any product the intellectual property rights in which belong to the Buyer without the written consent of the buyer.
The Contractor must return all product, documents and other materials, the intellectual property rights in which belong to the Buyer, on request, or otherwise upon termination of the supply relationship and the Contractor Agreement unless the Buyer agrees otherwise in written form.
12. The Contractor undertakes and agrees not to, at any time either during the Agreement or after termination of the Agreement, either directly or indirectly, without prior written consent of the Buyer:
(a) disclose or permit (to the extent that it is within its control) the disclosure of, the Confidential Information to any person; or
(b) use or permit (to the extent that it is within its control) the use of the Confidential Information to compete with the Buyer, or in any manner which may injure or cause loss to the Buyer.
The Contractor undertakes and agrees to use the Confidential Information only during, and for the purposes of, the provision of the Products and Services to the Buyer.
13. The Contractor agrees to and does indemnify the Buyer against any action, suit, claim, demand, cost or expense arising out of or referable to:
(a) any breach of these Terms and Conditions or any warranty contained in these Terms and Conditions or the Contractor Agreement by the Contractor, its officers, employees or agents;
(b) any infringement or alleged infringement by the Services or any materials and information provided by the Contractor under these Terms and Conditions and the Contractor Agreement of a third party’s intellectual property rights;
(c) any damage, injury or loss caused by or resulting from any act or omission of the Contractor, its employees or agents; and
(d) all injury, loss or damage sustained by any officer, employee, agent or Contractor of the Contractor incurred whilst performing obligations under these Terms and Conditions and the Contractor Agreement.
14. This Agreement may be altered by the Buyer at any time. The Agreement can at any time be consulted on.
15. Termination of the Contractor Agreement will not prejudice any rights or remedies already accrued to any party under, or in respect of any breach of these Terms and Conditions.
16. On termination of the Contractor Agreement or otherwise on demand, the Contractor will return to the Buyer all documents and materials containing any Confidential Information or intellectual property of the Buyer and any other property belonging to the Buyer, including that created during the provision of the Products and Services. On or prior to termination, the Contractor will, within 14 days of request by the Buyer, do all such things as may be necessary to ensure the smooth and orderly transfer of the Confidential Information and intellectual property and the supply of the Products and Services to Buyer or another provider specified by the Buyer.
17. Failure or omission by the Buyer at any time to enforce or require strict or timely compliance with any provision of these Terms and Conditions will not affect or impair that provision, or the right of the Buyer to avail itself of the remedies it may have in respect of any breach of a provision, in any way.
18. The Buyer may set off or deduct from any amount due and owing by it to the Contractor any amounts or compensation which the Buyer, in good faith, believes are due and owing by the Contractor to the Buyer. Before doing so, the Buyer will, in good faith, discuss and attempt to resolve any issue relating to the set off, with the Contractor.
19. These Terms and Conditions is governed by, takes effect and will be construed in accordance with the laws of the Kingdom of the Netherlands and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Kingdom of the Netherlands and courts entitled to hear appeals therefrom.
20. The Contractor must comply with, and ensure its employees, agents and sub-Contractors comply with all applicable laws and regulations governing its business operations including, but not limited to, equal opportunity and discrimination laws, and occupational health and safety laws.
21. The Contractor must promptly notify the Buyer if any of these events occurs or is likely to occur to the Contractor:
(a) a change in trade name or place of business;
(b) changes are made to the social media accounts which are used by the Contractor to fulfill the Contractor Agreement;
(c) a petition is filed for the liquidation or winding up of the Contractor;
(d) an assignment for the benefit of creditors or an arrangement under any law concerning bankruptcy or insolvency;
(e) where the Contractor is a body corporate, a resolution for winding up;
(f) attachment of any assets or other execution;
(g) a material change in the Contractor’s management;
(h) insolvency or suspension of payments by the Contractor’s bankers or appointment of a receiver of any part of the Contractor’s undertaking, assets or income; or
(i) disasters or other events which may make it difficult for the Contractor to perform the Services under the Contractor Agreement.
22. The Contractor shall not sub-contract or otherwise arrange for another person to perform any part of the Contractor Agreement or to discharge any of its obligations under any part of the Contractor Agreement without the prior written consent of the Buyer. If the Buyer consents to a sub-contract, the Contractor shall not be relieved of any of its liabilities or obligations under the Contractor Agreement and these Terms and Conditions and the Contractor shall be liable to the Buyer for the acts, defaults and neglects of any sub-contractor or any employee or agent of the sub- contractor as if they were the acts, defaults or neglects of the Contractor or the employees or agents of the Contractor.
23. These Terms and Conditions is governed by, takes effect and will be construed in accordance with the laws of the Kingdom of the Netherlands and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Kingdom of the Netherlands and courts entitled to hear appeals therefrom.
24. If any of the terms and/or clauses in these Terms and Conditions are held to be invalid, void, unenforceable or illegal for any reason, the Terms and Conditions will otherwise remain in full force and effect apart from such provisions which will be deemed deleted or modified to overcome that objection.