TELLART B.V. – GENERAL TERMS AND CONDITIONS

Version 1: [October 2025]

1. Definitions

Unless otherwise stated, the following definitions apply:

Tellart: Tellart B.V., a company incorporated under the laws of the Netherlands (KvK 60609567), with its registered office at Arie Biemondstraat 111, 1054 PD Amsterdam, The Netherlands.
Client: Any company, organization, or individual engaging Tellart to provide services or deliverables.
Services: The creative, strategic, design, development, and production services performed by Tellart as described in an agreed Scope of Work or proposal.
Deliverables: The outcomes, assets, or materials produced by Tellart as part of the Services.
Business Days: Monday to Friday, excluding public holidays in the Netherlands.
Change Order: A written document describing changes in scope, budget, or schedule as agreed by both parties.
Scope of Work (SOW): The document or proposal describing the agreed services, fees, timelines, and deliverables.

2. Scope of Services

These Terms apply to all projects and Services provided by Tellart. The details of each engagement shall be set out in a specific SOW or quotation issued by Tellart and accepted by the Client.

3. Project Management and Communication

Tellart will assign a project team appropriate to the scope and complexity of the work. The Client will be provided with key contact details at project commencement.
Tellart will notify the Client of any event that may materially affect the delivery or schedule of the project. Time is of the essence in fulfilling project milestones. Tellart assumes the Client shall designate a single, authorised representative who will serve as the primary point of contact for the duration of the project. This representative shall be responsible for coordinating and managing input from all Client stakeholders, consolidating feedback, and providing clear and timely direction to Tellart as needed. Tellart shall not be responsible for delays or inconsistencies arising from internal Client coordination or conflicting stakeholder input.

4. Changes to Scope

Requests from the Client that alter or add to the scope of work will be assessed by Tellart for any required changes to schedule, cost, or resources.
No additional work will be undertaken until both parties have approved and signed a Change Order.

5. Termination

Either party may terminate an active project for cause with five (5) Business Days’ written notice if the other party materially breaches its obligations and fails to cure the breach within that period.
The Client may also terminate for convenience with ten (10) Business Days’ notice; in this case, all completed or in-progress work up to the termination date shall be invoiced, along with a termination fee equal to ten percent (10%) of the remaining project fees.

6. Subcontractors

Tellart may engage subcontractors and vendors as it deems appropriate, ensuring proper oversight and quality control.

7. Fees, Invoicing, and Payment

All invoices are due within fifteen (15) Business Days from the invoice date.
Late payments will incur a 1% finance charge on the outstanding principal for every fifteen (15) days beyond the due date.
Fees are quoted and payable in Euros, exclusive of taxes, unless otherwise stated.
Project expenses and materials will be billed separately in accordance with the SOW.
Where a quoted amount includes a materials budget, Tellart shall not be obligated to exceed that budget.
A Mobilization Fee equal to fifteen percent (15%) of the total estimated project fees shall be invoiced upon acceptance of the proposal and is payable prior to the commencement of any work. This fee secures project scheduling and covers initial planning, resourcing, and administrative costs.

8. Currency Fluctuation

For projects invoiced in currencies other than Euro, Tellart reserves the right to adjust amounts where exchange rates fluctuate more than ±5% from the reference rate on the proposal date.

9. Client Feedback and Revisions

Each Deliverable includes up to two (2) feedback and revision cycles unless otherwise agreed in writing. Additional rounds or substantial direction changes may require a Change Order. Client feedback shall be provided within five (5) Business Days of receipt of each Deliverable, unless otherwise mutually agreed.

10. Intellectual Property

All intellectual property created by Tellart remains its property unless otherwise transferred in writing.
Upon full payment, the Client will own the graphical elements of the Deliverables as “works for hire.”
Tellart retains ownership of all proprietary code, software frameworks, and tools developed or used in the project but grants the Client a royalty-free, perpetual license for internal use.
Tellart will notify the Client of any third-party licenses required for use of Deliverables.

11. Confidentiality

Both parties agree to treat as confidential all proprietary or sensitive information shared during the course of engagement, as defined in the applicable Non-Disclosure Agreement (NDA).

12. Liability and Indemnification

Each party shall indemnify and hold harmless the other from claims arising from its own gross negligence or willful misconduct.
Except in cases of gross negligence or willful misconduct, Tellart’s total liability shall not exceed the total fees paid by the Client under the relevant SOW. Tellart shall not be liable for indirect or consequential damages, including loss of profits or data.

13. Force Majeure

Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, war, government action, pandemics, labor disputes, or supply disruptions.

14. Publicity and Use of Work

Tellart may refer to the Client’s name and project publicly for promotional, award, and credentialing purposes, following project launch and with appropriate credit.
Unless otherwise agreed or under embargo, Tellart may document and publish images or videos of the work for its portfolio and communications.

15. Validity of Quotations

Fees and assumptions stated in proposals or SOWs are valid for 30 days from the date of issue. If a project has not commenced within this period, Tellart may review and adjust pricing, schedule, and commercial terms.

16. Governing Law and Jurisdiction

These Terms and any related agreement are governed by Dutch law. The competent courts of the Netherlands shall have exclusive jurisdiction to settle any disputes.

17. Miscellaneous

All notices must be given in writing and sent by email, courier, or registered mail to the addresses provided in the project correspondence.
These Terms supersede all prior understandings related to the same subject matter. Any amendments must be agreed in writing.

If any provision is found unenforceable, the remainder of the Terms will continue in full effect.