1.1 These general terms and conditions apply to all offers, quotations, deliveries, agreements and other legal relationships between Kaige Productions and its clients, regardless of whether these were established in writing, verbally or electronically, unless expressly agreed otherwise in writing.
1.2 Purchase conditions or other conditions of the client or third parties are expressly excluded, unless Kaige Productions has accepted these explicitly in writing.
1.3 The general terms and conditions of Kaige Productions are filed with the Chamber of Commerce in Rotterdam.
1.4 Kaige Productions reserves the right to unilaterally amend or supplement these conditions. Amended conditions apply from 30 days after written notification, unless written objection is raised within that period.
1.5 Deviations from or additions to these conditions are only valid if agreed in writing by an authorised representative of Kaige Productions.
1.6 If an agreement is entered into with multiple (legal) persons or entities on behalf of a client, they are all jointly and severally liable for the obligations under the agreement.
1.7 Article headings are for readability only. No rights may be derived from their titles.
In these conditions, the following terms have the following meanings unless the context indicates otherwise. Terms in the singular also apply in the plural and vice versa.
3.1 An agreement is formed at the moment a quotation or other written offer issued by Kaige Productions is accepted by the client in writing or electronically, or as soon as Kaige Productions has factually commenced execution.
3.2 Agreements without a specific term are, where applicable, entered into for an initial period of one year and are tacitly renewed for successive periods of one year, unless terminated in writing by registered letter at least 30 days before expiry.
3.3 Either party may terminate an agreement by registered letter if the other party materially fails to fulfil its obligations, provided the failure is not remedied within a reasonable period after written notice of default.
3.4 Kaige Productions is entitled to dissolve an agreement extrajudicially with immediate effect if the client:
3.5 Upon termination of the agreement, all rights of the client to use the services or products delivered by Kaige Productions expire, subject to rights and obligations that by their nature continue (such as confidentiality, payment obligations and ownership rights).
4.1 The client is responsible for providing all data, specifications, content and other information required by Kaige Productions to execute the assignment in a timely, complete and accurate manner. Kaige Productions is not liable for delay or damage resulting from incomplete or incorrect information.
4.2 If necessary information is not available in time, Kaige Productions has the right to suspend execution and to charge any additional costs incurred on a post-calculation basis.
4.3 If relevant changes occur in previously provided information, the client must notify Kaige Productions immediately. In that case, Kaige Productions is entitled to adjust or terminate the agreement.
4.4 If work takes place at the client's location, the client must provide suitable workspaces, internet and power facilities, and other reasonable amenities free of charge.
5.1 Both parties are obliged to maintain full confidentiality of each other's and each other's clients' confidential information, both during the term of the agreement and for two years after its termination.
5.2 Kaige Productions may use the name and logo of the client for reference and marketing purposes, unless otherwise agreed in writing.
5.3 The client acknowledges that Kaige Productions may include its name and/or logo on delivered products (such as websites, videos or software), with a credit or a subtle link to www.kaige.nl.
5.4 Without written consent from Kaige Productions, the client may not, within twelve months of termination of the agreement, directly or indirectly enter into business or employment relationships with employees or independent partners engaged by Kaige Productions.
5.5 Violation of Article 5.4 results in an immediately payable penalty of € 50,000 per violation, without prejudice to Kaige Productions' right to claim full compensation for damages.
6.1 Kaige Productions' total liability for attributable failure in the performance of the agreement is limited to compensation of direct damages up to the amount paid by the client for the relevant agreement, excluding VAT, with an absolute maximum of € 50,000 per event or series of related events.
6.2 If the agreement primarily concerns a continuing agreement (e.g. hosting, support, maintenance) with a duration of more than one year, liability is capped at the amount paid by the client in the relevant year for that service, also with a maximum of € 50,000.
6.3 Kaige Productions' liability for death or personal injury is limited to € 2,500,000 per event.
6.4 Direct damages means exclusively:
6.5 Kaige Productions is not liable for indirect damages, including but not limited to consequential loss, lost profits, loss of data or reputational damage, business interruption or delay damage.
6.6 Liability only arises if the client formally notifies Kaige Productions in writing with a detailed description of the failure and a reasonable period to remedy it, and Kaige Productions fails to do so within that period.
6.7 Any liability claim lapses 12 months after the moment the damage occurred or should reasonably have been discovered.
6.8 Kaige Productions is not liable for errors or shortcomings in products or services delivered by third parties, unless expressly agreed otherwise in writing.
6.9 The client indemnifies Kaige Productions against all third-party claims arising from or related to the use or onward delivery of the delivered products or services.
7.1 All intellectual property rights (including copyright, trademark rights, database rights and design rights) in products, services, designs, scripts, images, videos, software and documentation developed or delivered by Kaige Productions remain fully owned by Kaige Productions, unless otherwise agreed in writing.
7.2 Without written permission from Kaige Productions, the client may not:
7.3 Kaige Productions reserves the right to include its name and a reference to www.kaige.nl in or on delivered products (such as in website footers or video credits), unless otherwise agreed.
7.4 If the client wishes to make or have made changes to delivered work, prior written permission must be requested. This provision also applies after transfer of usage rights.
7.5 In the case of custom work (such as a bespoke website, animation or application), the client receives a non-exclusive, non-transferable right of use, unless it has been explicitly agreed in writing that full rights are transferred. Transfer takes place exclusively by written deed.
7.6 If Kaige Productions engages third parties (such as freelancers or stock material suppliers), the rights of those third parties continue to apply and the client must respect them in accordance with their terms.
7.7 The client is responsible for providing rights-free material. Kaige Productions is not liable for infringements caused by material submitted by the client.
8.1 All prices are exclusive of VAT and other government levies. Any travel expenses, shipping costs, third-party licence fees and other external costs are not included, unless explicitly stated.
8.2 Unless otherwise agreed, Kaige Productions invoices monthly or after each completed project phase. Payment term is 14 days from invoice date. Set-off or suspension by the client is not permitted.
8.2AÂ Â Â Â Â Â Â Â Payment of a (final) invoice is not conditional on publication, go-live, migration to a definitive domain or transfer. Go-live and/or final transfer take place only after full payment of all outstanding invoices relating to the project.
8.3 If the client fails to pay, the following apply without further notice of default:
8.4 If the client delays the execution of a project, Kaige Productions may apply interim invoicing for work already performed.
8.4AÂ Â Â Â Â Â Â Â In the event of failure to pay on time, Kaige Productions is entitled to suspend its work, support, delivery, go-live and/or transfer until full payment has been made, without this resulting in liability.
8.5 Price increases due to changed cost bases (such as staff rates, licences, material costs or inflation) may be implemented annually. For increases >5% above the CBS inflation rate, the client may terminate the agreement in writing within 14 days.
8.6 Work performed outside Kaige Productions' office location is invoiced additionally at the applicable hourly rates, including travel hours, mileage allowance and any accommodation costs.
9.1 Delivery deadlines are indicative. Kaige Productions makes every effort to meet these deadlines, but exceeding them does not constitute a breach of contract and gives no right to damages.
9.2 Delivery of digital products (such as websites, videos, software) takes place at the moment of making available via e-mail, download link, server upload or physical transfer.
9.3 After delivery, a 14-day acceptance period applies. Within this period, the client must review the deliverable and report any defects in writing with specifications.
9.4 If the client does not respond in writing within this period, or puts the product into use, the deliverable is deemed to have been fully, unconditionally and duly accepted.
9.5 Minor defects that do not substantially impede operational use do not constitute grounds for withholding acceptance.
9.6 Until full payment, Kaige Productions retains ownership and usage rights to the delivered product. In the event of non-payment, the client is obliged upon first request to transfer back all files, access and rights. Reports after the acceptance period are considered additional work, unless they fall within the warranty provisions of Article 12.
9.7 Retention period for audiovisual material — After delivery of the final product, Kaige Productions stores the used and produced image files, edits and project files for three months. After this period, these files may be deleted without further notice, unless otherwise agreed in writing. If the client wishes longer storage, this is only possible on a post-calculation basis and under separately agreed conditions.
Article 10.1Â Support
Article 10.2Â Maintenance
Article 10.3Â Additional Work
Article 10.4Â Limitation of Monitoring and Continuity Guarantee
Article 10.5Â Corrections and Payment Obligations
11. Third-Party Products and Licences
11.1Â Â Â Â Â Â Â Â Kaige Productions is entitled to use products, services or licences from third parties (such as stock material, plugins, APIs, hosting providers or frameworks) in the performance of its work.
11.2Â Â Â Â Â Â Â Â The general terms and conditions of those third parties apply in full to Third-Party Products. These are provided upon request and take precedence over these general terms and conditions insofar as they relate to those specific Third-Party Products.
11.3Â Â Â Â Â Â Â Â Kaige Productions is not liable for errors, delays or shortcomings arising from Third-Party Products, unless expressly agreed otherwise in writing.
11.4Â Â Â Â Â Â Â Â If Third-Party Products are no longer available or change in price or licence, Kaige Productions may propose suitable alternatives in consultation. Any additional costs are in that case charged to the client.
11.5Â Â Â Â Â Â Â Â Kaige Productions' choice of a specific Third-Party Product is made to the best of its knowledge based on the information available at that time and common industry practice. This choice does not in itself constitute grounds for liability of Kaige Productions, even if the chosen Third-Party Product subsequently proves not to (fully) meet the client's expectations.
12.1Â Â Â Â Â Â Â Â Kaige Productions warrants that the delivered products function in accordance with the agreed specifications at the time of delivery, for a warranty period of 14 calendar days after acceptance.
12.2Â Â Â Â Â Â Â Â Warranty coverage applies exclusively to demonstrable and reproducible defects that:
12.3        Kaige Productions remedies covered warranty defects — defects that meet all conditions of Article 12.2 — at no additional cost. Work arising from additional wishes, changed insights or functional extensions falls outside the warranty and is treated as additional work, regardless of when the report is made.
12.4Â Â Â Â Â Â Â Â The warranty does not apply if the report is (partly) caused by:
12.5        If a problem reported by the client is found after investigation not to be attributable to a defect of Kaige Productions — but to usage, modifications by third parties, external factors or circumstances outside the original scope — the investigation and any remediation work will be charged on a post-calculation basis at the applicable hourly rate. Kaige Productions informs the client as soon as possible so the client can decide whether further investigation or remediation is desired.
12.6Â Â Â Â Â Â Â Â Outside the warranty period, all remediation and maintenance work is performed on a post-calculation basis at the applicable hourly rate, unless a maintenance or service agreement applies.
13.1Â Â Â Â Â Â Â Â Kaige Productions is not required to fulfil any obligation if it is prevented from doing so by force majeure. Force majeure includes: hosting or network outages, DDoS attacks, government measures, pandemics, strikes, fire, flooding, power outages, illness of key personnel and failures at suppliers.
13.2Â Â Â Â Â Â Â Â In the event of temporary force majeure, execution of the agreement is suspended. If the force majeure situation continues for more than 60 days, either party is entitled to dissolve the agreement in writing without liability for damages.
13.3Â Â Â Â Â Â Â Â If Kaige Productions has already partially fulfilled its obligations at the time force majeure occurs, the completed portion may be invoiced.
14.1Â Â Â Â Â Â Â Â Unless explicitly agreed otherwise in writing, all intellectual property rights in custom work developed by Kaige Productions remain fully with Kaige Productions.
14.2Â Â Â Â Â Â Â Â The right of use for custom work is limited to internal use by the client and may not be sold, onward licensed, decompiled or modified without written permission from Kaige Productions.
14.3Â Â Â Â Â Â Â Â Kaige Productions may keep its authorship visible in the product (such as a subtle reference in the footer or credits), unless purchased away in writing.
14.4Â Â Â Â Â Â Â Â If transfer of ownership rights is agreed, this takes place exclusively by written deed. Kaige Productions reserves the right to exclude generic components or reusable modules from the transfer.
15.1Â Â Â Â Â Â Â Â All agreements between Kaige Productions and the client are governed exclusively by Dutch law. The Vienna Convention on Contracts for the International Sale of Goods (CISG) is excluded.
15.2Â Â Â Â Â Â Â Â Disputes will in the first instance be submitted to the competent court in the district where Kaige Productions has its registered office.
15.3Â Â Â Â Â Â Â Â Parties may, if desired, opt for mediation or arbitration before taking legal action, provided both parties agree to this in writing.
16.1Â Â Â Â Â Â Â Â If any provision in these general terms and conditions proves to be void or is annulled, this does not affect the validity of the remaining provisions. In that event, the parties will consult to establish a replacement provision that approximates the purpose and intent of the original provision as closely as possible.
16.2Â Â Â Â Â Â Â Â Kaige Productions is entitled to update these conditions. The most recent version is available at www.kaige.nl.
