GENERAL TERMS AND CONDITIONS

CONTENT

GENERAL PROVISIONS

ARTICLE 1 DEFINITIONS

ARTICLE 2 APPLICABLITY

SCOPE OF THE ASSIGNMENT

ARTICLE 3 ESTABLISHMENT OF THE ASSIGNMENT

ARTICLE 4 EXECUTION AND DURATION OF THE ASSIGNMENT

ARTICLE 5 THIRD PARTIES

ARTICLE 6 PRICING AND PAYMENT

ARTICLE 7 INTELLECTUAL PROPERTY

PROVISIONS RELATING TO LIABILITY

ARTICLE 8 LIABILITY

ARTICLE 9 FORCE MAJEURE

FINAL PROVISIONS

ARTICLE 10 CUSTOMER COMPLAINTS

ARTICLE 11 APPLICABLE LAW

GENERAL PROVISIONS

ARTICLE 1 DEFINITIONS

1.

1.1. BAGIRA: Bagira Tizraoui, professionally trading under the name BAGIRA, operates as a sole proprietorship under the laws of Curaçao, establishing a career as an artist, creating art through paintings, conducting art workshops, designing, graphic design, and mural art.

1.2. Client: the natural or legal person who assigns work to BAGIRA as stipulated in article 3 of these General Terms and Conditions;

1.3. Assignment: the work that derives from the contractual relationship between the Client and BAGIRA who

performs the work on the basis of a relationship that is not an employment relationship.

1.4. Agreement: the written agreement between the Client and BAGIRA that describes the assignment and all other conditions regulating the relationship between the Parties.

1.5. Third parties: any individual or legal entity, other than subordinates of BAGIRA, that are affected by or have an interest in the contractual relationship between BAGIRA and the Client.

1.6. Written/writing: Parties assume that the term ‘written/writing’ involves everything that has been communicated via email, text messages and WhatsApp, Instagram and any other operating social media platforms.

1.7. Additional work: Within the context of these General Terms and Conditions, the term “Additional work” is defined as any task or performance that is not originally encompassed within the initial offer or agreement. These encompass changes that, by their inherent nature, extend beyond the boundaries of the original offer or agreement.

ARTICLE 2 APPLICABLITY

2.

2.1. These General Terms and Conditions (also hereinafter referred to as: ‘Conditions’) apply to every agreement, offer, quotation, legal and factual acts (the assignment) relating to the work performed by BAGIRA and apply to any follow-up assignments concluded between BAGIRA and the Client. The client is required to compensate all additional work independently from the initially agreed-upon price between the contracting parties.

2.2. The creative and artistic work of BAGIRA consists of (1) Marketing & Graphic Design and (2) Paintings, Murals and Digital Design.

2.3. These Conditions also apply to the agreements with BAGIRA whereby BAGIRA invokes third parties (on behalf of the Client or on behalf of Bagira to complete the work/assignment).

2.4. Any modifications to the terms and conditions are binding solely if having been approved by both parties.

2.5. Should there be any alterations to the content of these conditions, the revised conditions will be effective for all current and prospective clients starting from the date of publication on the BAGIRA website.(www.bagira.art).

2.6. The validity of the client’s own General Terms and Conditions is explicitly waived, except in cases where a written agreement to the contrary has been reached with BAGIRA.

2.7. If any provision within these Terms and Conditions is deemed invalid or in conflict with Curacao’s laws, the remaining clauses will continue to apply in full to the contractual relationship with the client. In such an event, BAGIRA and the client will seek to replace the invalid provision in alignment with the intent and scope of these conditions. The parties will attempt to substitute the invalidated provision in a manner that minimizes deviation from the original provision’s intended purpose.

SCOPE OF THE ASSIGNMENT

ARTICLE 3 ESTABLISHMENT OF THE ASSIGNMENT

3.

3.1. All quotations and offers made by BAGIRA are non-binding. This does not apply to any expenses or costs incurred on behalf of the Client. In such case, the client is responsible for covering these expenses.

3.2. Each quotation or offer remains valid for a period of thirty days from the date of dispatch, unless the Parties mutually agree on an alternative validity period.

3.3. The Agreement with BAGIRA is deemed to be formed upon the client’s written acceptance of the offer or quotation. Furthermore, execution of the assignment by BAGIRA also constitutes an acknowledgment of acceptance.

3.4. The concepts, designs, creations, and other associated ideas presented by BAGIRA are, and shall remain, copyrighted works of BAGIRA, in accordance with the Copyright Ordinance 1913, P.B. 1913, no. 3. The client possesses no rights for the utilization of BAGIRA’s work unless specific alternative arrangements have been agreed upon by the parties.

3.5. Changes and/or additions to the offer/quotation and Agreement, as referred to in articles 4 and 5 of these Conditions, shall be binding when agreed upon in writing.

3.6. Agreements will be formalized using the Creative Contract provided by BAGIRA. The provisions outlined in these General Terms and Conditions remain fully applicable to the Creative Contract. In the event of any inconsistencies between these General Terms and Conditions and the Creative Contract, these General Terms and Conditions take precedence.

3.7. The offer or quotation, as well as the Agreement, must contain, at a minimum, a description of the tasks to be undertaken by BAGIRA, the cost associated with the work (including any modifications), the anticipated duration of the work, and the potential for reusing the final work generated by BAGIRA.

ARTICLE 4 EXECUTION AND DURATION OF THE ASSIGNMENT

4.

4.1. The assignment and the associated agreement between the parties terminate automatically upon BAGIRA’s completion of the task, unless, in contrast to the above-mentioned, the parties reach a written agreement.

4.2. During the execution of tasks by BAGIRA, BAGIRA undertakes to exert best efforts and not absolute results. BAGIRA will make every effort to carry out the tasks in accordance with the client’s specified preferences. The client shall provide all necessary cooperation for the execution of the agreement, as expected from a prudent client. This includes, but is not limited to, offering clear and timely instructions and granting written approval of BAGIRA’s work when necessary.

4.3. BAGIRA independently determines the approach and execution of tasks related to the assignment, as deemed appropriate by BAGIRA for the optimal execution of the assignment to the benefit of both parties.

4.4. If, during the execution of the assignment, the client decides to assign the tasks related to the assignment, or a portion thereof, to a third party, the agreement with BAGIRA shall terminate automatically. The client shall not receive a refund of the advanced payment. The client will refrain from outsourcing the work performed by BAGIRA, including designs,creations, and other BAGIRA-affiliated ideas, to a third party. In the event the client breaches this agreement, BAGIRA is entitled to claim compensation, set at a minimum of the total price of the assignment.

4.5. The client shall refrain from making unilateral alterations to illustrations, designs, sketches, and other materials and files provided by BAGIRA. Should the client not comply with the above-mentioned, BAGIRA is entitled to claim compensation, set at a minimum of the total price of the assignment.

4.6. The client is obliged to undertake all reasonable measures necessary to facilitate BAGIRA’s timely and accurate delivery. This includes providing complete, sound, and clear data and requirements in a timely manner. BAGIRA is not under an obligation to conduct independent investigations. The client ensures that the information provided by them does not infringe upon the rights of third parties and indemnifies BAGIRA against any claims from third parties.

4.7. Any timeframe provided by BAGIRA for the completion of the assignment is of an indicative nature, unless the nature or content of the agreement suggests otherwise. If necessary, the parties will mutually agree upon a written extension of the timeframe. A delay in the delivery of the assignment due to actions or omissions by BAGIRA does not result in additional costs for the client. However, a delay in the delivery of the assignment attributable to the actions or omissions of the client incurs an additional charge, which implies an adjustment to the assignment. The magnitude of this charge depends on the circumstances of the case and is determined by BAGIRA at that time.

4.8. In case of additional work, BAGIRA will create a new quotation and send it to the client for approval. The client is required to accept the quotation in writing within the specified timeframe outlined in the quotation. In the event that the parties do not reach an agreement before the expiration of the designated timeframe, BAGIRA reserves the right to bill the client for the additional work, without prejudice to its other rights.

4.9. Additional work may impact the completion timeframe of the assignment. BAGIRA will inform the client in the quotation about any extension to the execution of the assignment.

ARTICLE 5 THIRD PARTIES

5.

5.1. If, for the purpose of the agreement or quotation, BAGIRA incurs costs with third parties, she is entitled to pass these costs on to the client.

5.2. All tasks performed by BAGIRA on behalf of third parties are executed under the responsibility and in the name of the client. If, as a result of these tasks, an agreement is formed, it is a direct agreement between the third party and the client. BAGIRA is not a party to this agreement and cannot be held accountable for its content, execution, or the impact of this agreement on BAGIRA’s work.

ARTICLE 6 PRICING AND PAYMENT

6.

6.1. All prices mentioned in BAGIRA’s quotations are denominated in Antillean Guilders (NAf) and include a 6% turnover tax (OB).

6.2. All prices mentioned in a quotation by BAGIRA are determined based on the rates in effect at the time the assignment is established. The stated rates and discounts do not automatically apply to future services and/or products to be delivered.

6.3. BAGIRA reserves the right to modify rates after the specified quotation timeframe response period has expired.

6.4. Unless otherwise specified in writing, payment must be completed within 15 days from the invoice date, without offsetting, withholding, or suspension. Payment must be made in the manner prescribed by BAGIRA.

6.5. Upon entering into the agreement, BAGIRA requires an initial payment of 50%. Upon the completion of the assignment, the remaining balance must be settled within the above-mentioned payment term.

6.6. The initial payment is non-refundable in the event that the agreement between the parties is terminated by the client prematurely or concludes due to circumstances attributable to the client.

6.7. Payment of the fee is not dependent upon the outcome of the tasks, unless otherwise agreed upon by the parties.

6.8. Additional expenses arising from the client’s failure to fulfill their obligations as stipulated in these General Terms and Conditions are the responsibility of the client. The same applies to extra costs incurred due to delays or interruptions in the assignment caused by circumstances not attributable to BAGIRA.

6.9. In the event of non-payment within the specified timeframe, the client falls into default immediately. BAGIRA, in this case, has the right to demand fulfillment of the agreement or to terminate the agreement and seek compensation for its damages from the client.

6.10. If the client does not settle the invoice within the 15-day payment term, BAGIRA is entitled to decide that future assignments from the same client or on behalf of the same client will solely proceed on the basis of an initial payment.

6.11. In the event of the agreement being terminated prematurely, BAGIRA retains the right to payment, for work already completed and, if agreed upon, work yet to be carried out.

ARTICLE 7 INTELLECTUAL PROPERTY

7.

7.1. All intellectual property rights arising from the assignment, including copyright, neighboring rights, trademark rights, design or model rights, and patent rights, belong to BAGIRA. If such a right can only be obtained through registration or filing, only BAGIRA is authorized to do so, unless otherwise agreed upon in writing between the parties.

7.2. The client is not permitted to modify or alter BAGIRA’s work in any way after delivery, without first obtaining BAGIRA’s explicit written consent. If the client fails to comply with this requirement, BAGIRA is entitled to insist that future assignments from the same client, or those requested on behalf of the same client, will proceed only on the basis of a 100% initial payment. This initial payment does not waive BAGIRA’s right to claim compensation from the client.

7.3. Permission to duplicate, copy, or reproduce works by BAGIRA is granted solely in writing and in advance, in the form of a license as described in its nature and scope in the quotation. For the duration of the valid license, BAGIRA is not authorized to grant sub-licenses to third parties, unless otherwise agreed upon by the parties.

7.4. The client is not allowed to publicly release or reproduce the work without prior permission from BAGIRA and without including BAGIRA’s name in the process.

7.5. BAGIRA, has the freedom to use designs and/or photos for publicity or promotional purposes while unquestionably considering the interests of the client.

7.6. All delivered items remain, to the greatest extent possible, the property of BAGIRA until all amounts due from the client to BAGIRA, under the agreement, are fully paid.

PROVISIONS RELATING TO LIABILITY

ARTICLE 8 LIABILITY

8.

8.1. BAGIRA is not liable for:

a. Misunderstandings, errors, or deficiencies in the execution of the agreement, if they have their cause or origin in the actions or omissions of the client, such as – but not limited to – the failure to provide complete and accurate data or other information related to the assignment in a timely manner.

b. Errors or deficiencies in the assignment if the client has given their approval or has had the opportunity to conduct an inspection and has not exercised that right.

8.2. BAGIRA is never obligated to provide compensation to the client or third parties, unless there is evidence of deliberate misconduct or gross negligence on the part of BAGIRA. BAGIRA is not liable for consequential or business-related damages, direct or indirect damages, loss of profits, or damages resulting from the actions or omissions of the client.

8.3. In the event that BAGIRA is obligated to provide compensation for damages, liability arises only if the client has formally notified BAGIRA in writing of her failure to meet the agreed-upon obligations and has given BAGIRA a reasonable period to fulfill those obligations, and BAGIRA remains in breach after that period.

8.4. In the event that BAGIRA is obligated to provide compensation for damages, the compensation will never exceed an amount equal to the invoice value of the portion of the assignment from which the liability arises.

ARTICLE 9 FORCE MAJEURE

9.

9.1. Force majeure is defined as any circumstance beyond BAGIRA’s control, whether foreseen or unforeseen at the time of entering into the agreement, which completely or partially prevents the fulfillment of her obligations to the client or which renders the fulfillment of her obligations unreasonable. Such circumstances include, but are not limited to: strikes, power outages, fires, equipment breakdowns, outbreaks of epidemics, disruptions and/or measures taken by any government authority, as well as the absence of any necessary government-issued permits and/or other issues occurring beyond BAGIRA’s control. In case of force majeure, BAGIRA’s obligations are suspended until BAGIRA is once again able to fulfill the relevant obligation(s) in the agreed-upon manner.

9.2. If, at the onset of force majeure, BAGIRA has already partially fulfilled her obligations, she is entitled to invoice the work that has already been completed, and the client is required to settle this invoice.

FINAL PROVISIONS

ARTICLE 10 CUSTOMER COMPLAINTS

10.

10.1. Complaints must be communicated to BAGIRA in writing no later than 3 days after the completion of the assignment.

10.2. If, in the judgment of BAGIRA, a complaint is justified, BAGIRA will make efforts to rectify the situation that has been the subject of the complaint. If an adjustment is not possible or worthwhile considering the nature of the complaint, BAGIRA will decide to provide a discount for the subsequent assignment.

10.3. Complaints submitted by the client beyond the timeframe specified in section 10.1 will result in the client being obligated to settle the amount owed to BAGIRA in full, without offset, withholding, or suspension.

ARTICLE 11 APPLICABLE LAW

11.

11.1. Solely Curaçao law is applicable to all legal relationships and assignments in which BAGIRA is a party.

11.2. All disputes arising from the assignment between the client and BAGIRA, will exclusively be submitted to the judgment of the competent court in Curaçao. This also applies to disputes that are only considered as such by one of the parties.