1. Definitions
In these General Terms & Conditions, the following terms have the meanings referred to:
Aw: Copyright Act [Auteurswet] 1912.
Photographic Work: photographic works as referred to in Article 10, section 1, subsection 9 of the Aw, or other works covered by the Aw that can be equated with said photographic works.
Consulting Work: reports, assessments (including Personal Power assessments), AI-powered strategies, LinkedIn optimization materials, keynote materials, training documents, and other works covered by the Aw created as part of the Service Provider's consulting services.
Intellectual Property (IP): all current and future intellectual property rights, including but not limited to copyrights, database rights, trade name rights, and rights to methodologies, frameworks, and assessment models (such as the Personal Power Method and AI-powered strategy frameworks) developed by the Service Provider.
Service Provider: Patricia Reports, acting as the photographer and/or consultant, as defined by Book 6, Article 231 of the Dutch Civil Code.
Other Party: the client or participant (e.g., corporate executive, female entrepreneur) as defined by Book 6, Article 231 of the Dutch Civil Code.
Professional Client: an Other Party acting in the exercise of a profession or business.
Consumer: an Other Party who is a natural person and not acting in the exercise of a profession or business.
Usage: copying and/or publication as defined by Article 1 in conjunction with Articles 12 and 13 of the Aw.
2. Application
These General Terms and Conditions apply to all legal relationships between Patricia Reports and the Other Party, including offers, confirmations of assignments, and oral or written agreements (for photography, AI + Visibility consulting, Personal Power Method, LinkedIn optimization, or keynote speaking), even after the termination of an agreement, unless the parties have explicitly deviated from these Terms and Conditions in writing.
3. Price
3.1 If the parties have not agreed a price, the Service Provider will fix the price in a reasonable and fair way, bearing in mind the scope and extent of the desired usage of the work or the nature of the consulting services by the Other Party.
3.2 Necessary costs and/or additional work must be paid by the Other Party.
4. Invoice and Payment
4.1 Payment will be made within 14 days of the date of the invoice.
4.2 If the Service Provider has not received the amount due within the period specified in 4.1, the Other Party will be in breach and therefore liable for interest at the statutory rate plus 2%.
4.3 If the Other Party is in breach of any of its obligations under the agreement, including any infringement of copyright or unauthorized use of methodologies, it will be liable for all judicial and extra-judicial costs incurred by the Service Provider when acquiring payment.
4.4 Usage of the Photographic Work or Consulting Work is prohibited until the Other Party has paid the specific invoice(s) related to that work.
5. Complaints
Complaints regarding the Photographic Work or Consulting Work supplied must be reported to the Service Provider in writing/by e-mail as soon as possible, within a maximum of ten working days of its delivery. A valid complaint must demonstrate that the Service Provider has failed to meet the professional standards of a best-efforts obligation. The Service Provider has the right to rectify the rejected work within a reasonable period.
6. Assignment (Consulting & Photography)
6.1 The client will notify the Service Provider of any specific wishes which are important for the execution of the assignment in writing and in good time.
6.2 The Service Provider carries out the assignment according to her own technical, professional, and creative insight.
6.3 The assignment is at all times to be regarded as a best-efforts obligation and not as an obligation to achieve a specific result.
6.4 Changes to the assignment by the Other Party are for the account of the Other Party.
6.5 In the event of cancellation:
A Professional Client is liable for the full agreed payment.
A Consumer is liable for a reasonably determined part of the payment, proportional to the work already performed by the Service Provider and costs incurred.
7. Delivery
Files, reports, and assessments are to be submitted in the agreed format and file type.
8. Illness/Force Majeure
8.1 The Service Provider is not liable for non-fulfilment or late fulfilment as a consequence of force majeure.
8.2 Force majeure includes illness and temporary incapacity for work. In the event of permanent incapacity, the parties will consult on termination or substitution of the agreement.
8.3 In the event of force majeure, the Service Provider's obligations may be assumed, in consultation with the client, by a colleague designated by Patricia Reports.
8.4 If the Service Provider has already partially fulfilled her obligations, she is entitled to invoice for the portion delivered.
9. Copyright and Intellectual Property
All Intellectual Property rights related to the Photographic Works and the Consulting Work (including the Personal Power Method and AI-powered strategy frameworks) are owned exclusively by the Service Provider (Patricia Reports).
10. Licence
10.1 Permission to use the work will be granted exclusively in writing/by e-mail in the form of a licence.
10.2 If the scope is not specified, it will never extend beyond the right to one single use, in original form and for a purpose intended by the parties at the time they enter into the agreement.
10.3 Exclusive use must be agreed explicitly in writing.
10.4 The Other Party is not permitted to transfer the right to use to third parties without written permission.
11. Infringement
11.1 Any unauthorized use or sharing of the Photographic Work or Consulting Work (including proprietary methodologies) is deemed an infringement.
11.2 Any infringement by the Other Party entitles the Service Provider to claim compensation of at least three times the licence fee/service fee usually charged, plus compensation for other damages. This compensation is not subject to the liability cap in Article 13.3.
12. Reference to Name and Personality Rights
12.1 The name of the Service Provider (Patricia Reports) must be clearly credited alongside the Photographic Work used.
12.2 In the event of any infringement of personality rights, the Other Party will owe compensation of at least 100% of the usual fee.
13. Liability and Rights of Third Parties
13.1 The Service Provider is authorised to enter into this Agreement and grant the aforementioned Licence.
13.2 The Service Provider is not liable vis-à-vis the Other Party for claims by third parties resulting from the use of the Work, except in the event of gross negligence or intent.
13.3 The Service Provider’s liability to the Other Party is, in any event, limited to the invoice amount of the specific assignment or, if related to insured damage, to the amount actually paid out by the insurance. In the case of bundled services, liability is limited to the portion of the invoice attributable to the specific service in dispute.
14. Bankruptcy/Moratorium
Either party is entitled to terminate the agreement with immediate effect if the other party becomes bankrupt or is granted a moratorium.
15. Choice of Law and Forum
15.1 All matters are subject to Dutch law.
15.2 Any dispute will be brought before the court with relevant jurisdiction in the Netherlands.