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EMdot Studio

EMdot Studio

GENERAL TERMS & CONDITIONS

General Terms & Conditions
of ©EMdot Studio 
These General Terms & Conditions apply to all offers, services, contracts, and agreements between ©EMdot Studio and its clients, unless otherwise agreed in writing. By engaging with EMdot Studio, the Client acknowledges acceptance of these terms.
Dated since October 2024 
© 2024 EMdot Studio. All rights reserved.

Table of Contents
Article 1. Definitions
Article 2. Identity of EMdot Studio
Article 3. General provisions
Article 4. The offer
Article 5. The Agreement
Article 6. Right of withdrawal
Article 7. Extension of right of withdrawal when not informed
Article 8. Exercise of the right of withdrawal
Article 9. Fee (Honorarium)
Article 10. Cost‑increasing circumstances
Article 11. Additional work
Article 12. Payment and invoicing
Article 13. Delivery of Services and Products
Article 14. Complaints
Article 15. Dissolution, suspension, termination of the Work in unfinished state and cancellation
Article 16. Liability
Article 17. Force majeure
Article 18. Guarantee and Product Responsibility
Article 19. Transfer
Article 20. Intellectual property
Article 21. Exclusivity
Article 22. Set‑off and suspension
Article 23. Applicable law
Article 24. Survival
Article 25. Modification or supplement



Article 1 – Definitions

In these general terms and conditions is meant under:
1.1 EMdot Studio: the service provider defined in Article 2 of these general terms and conditions, hereinafter to be named: EMdot or the Service Provider.
1.2 Client: the natural or legal person who concludes an Agreement with EMdot for the delivering of Products or Services by EMdot to Client.
1.3 Consumer: the Client who does not act in exercise of business or profession.
1.4 Agreement: every arrangement between EMdot and Client for the granting of Services / delivering of Products by EMdot to Client.
1.5 Parties: Client and EMdot together.
1.6 Written / in Writing: by e‑mail, by post or by WhatsApp.
1.7 Third party/parties: other natural or legal persons who are no part of this Agreement.
1.8 Cost‑increasing circumstances: circumstances in the sense of article 7:753 Dutch Civil Code which are of such nature that at the coming into being of the Agreement no account needed to be held with the chance that they would occur, circumstances which cannot be attributed to EMdot and circumstances which increase the costs of the Work with 5% or more.
1.9 Additional work: the by Client desired additions or changes in the agreed Work (article 7:755 Dutch Civil Code).
1.10 Services: the by EMdot to deliver services including, but not exclusively: interior and spatial design, concept development, technical drawings, visualization, procurement coordination, site support and project coordination, and related consultancy. For the avoidance of doubt: EMdot does not present itself as a registered “architect” under Dutch law; any references to architectural matters are limited to design consultancy and coordination support only.
1.11 Products: the by EMdot to deliver products including, but not exclusively: furniture, custom furniture, lighting, interior finishes and other products for the furnishing of the building and/or the house or a part thereof.
1.12 Work: the intended end result.
1.13 Element budget: the by EMdot drawn up budget containing the Services and Products and the costs thereof.
1.14 Cost estimation: an at the drawing up of the offer or order confirmation estimation of the to be expected hours and possibly other activities and the tariffs belonging thereto.
1.15 Fixed fee: the beforehand established amount in euros or a percentage for certain offered Services and/or Products.
1.16 Hourly rate: the agreed rate for Services performed on the basis of time spent; every started hour counts as a full hour.
1.17 External costs: all costs of third parties incurred by EMdot in connection with the performance of the Services (samples, models, permits, printing, couriers, travel, accommodation, photography, consultants, etc.).
1.18 Travel expenses: costs incurred for travel in the performance of the Services, calculated at €0.45 per kilometre within the Netherlands and at actual costs for international travel; travel time may be charged at the applicable hourly rate.
1.19 Supplier discounts: all discounts, bonuses or rebates obtained by EMdot from suppliers, which belong exclusively to EMdot and not to the Client.
 
Article 2 - Identity of EMdot Studio

Company name: EMdot Studio
Registered office: Hilversum, The Netherlands
E‑mail: info@emdotstudio.com
Telephone: +31 6 3611 1835
KvK number: 80020720
VAT number: NL003382272B68
 
Article 3 - General provisions
 
3.1 These general conditions are applicable to every offer and all (legal) acts of EMdot and to every concluded Agreement between EMdot and Client.
3.2 If the Agreement is concluded electronically, can in deviation of the previous paragraph and before the agreement is concluded, the text of these general conditions by electronic way to the Client be made available in such way that this can be stored by the Client in a simple manner on a durable data carrier. If this is reasonably not possible, will before the agreement is concluded, be indicated where of the general conditions by electronic way can be taken note of and that they on request of the Client by electronic way or in another manner free of charge will be sent.
3.3 Unless expressly otherwise and in Writing agreed is the applicability of other general conditions excluded.
3.4 Deviations or additions to these general conditions are only valid if these expressly in Writing are agreed.
3.5 If and insofar on ground of reasonableness and fairness or the unreasonably onerous character on any provision of these general conditions no appeal can be done, comes to the concerning provision as regards the content and purpose in any case a as much as possible corresponding meaning, so that thereto still an appeal can be done.
3.6 If a provision of these general conditions or an Agreement appears to be void or is annulled, this does not affect the validity of the entire general conditions or Agreement. Parties enter into consultation in order to agree on a new provision as replacement of the void and/or annulled provision, whereby as much as possible the goal and the purpose of the void and/or annulled provision are observed.
3.7 EMdot is entitled for the execution of the agreement Third parties to engage. Such engagement is limited to coordination and facilitation; EMdot does not assume managerial responsibility over contractors’ internal staffing or methods.
3.8 EMdot may engage third parties solely for coordination and facilitation. EMdot does not assume managerial responsibility for contractors’ internal personnel, work allocation, or operational methods. Responsibility for execution, staffing and performance rests exclusively with the engaged party.
3.9 The operation of art. 7:404 and 7:407 paragraph 2 Dutch Civil Code are excluded.
3.10 The Client acknowledges having read and accepted these terms when requesting Services by e‑mail, enquiry form, telephone or otherwise.
 
Article 4 -  The offer
 
4.1 If an offer has a limited validity duration or occurs under conditions, this is expressly in the offer stated.
4.2 The offer contains a description of the offered Products and/or Services. The description is sufficient to make a good assessment of the offer by the Client possible. Obvious mistakes or obvious errors concerning for example displayed amounts do not bind EMdot.
4.3 Intake meetings, design consultations and preparation of proposals/vision studies are paid Services unless expressly stated otherwise; fees are communicated in advance and payable before further Services commence. Initial contact by e-mail, enquiry form or phone is free of charge.
 
Article 5 - The Agreement
 
5.1 The Agreement comes into being at the moment of acceptance by the Client of the offer and the fulfilling of the conditions thereby set.
5.2 EMdot reserves the right to not give execution to a concluded Agreement, for example if it has good reason for doubt or information that Client will (be able to) not fulfil his (financial) obligations. If EMdot refuses then it will Client within a reasonable term after the closing of the Agreement in Writing of the refusal inform.
5.3 These general conditions are also applicable to future, additional and/or following Agreements.
5.4 Agreed (de)livery terms are always indicative terms. The terms for (de)livery are not fatal terms. Exceeding of a term gives the Client thus no right to compensation.
5.6 During the execution of the Agreement EMdot has the right to mention its name at the house and/or the building where the Services and/or Products are delivered.
5.6 The Client shall ensure timely, complete and correct provision of all data, documents and access reasonably required by EMdot; delays caused by the Client are for Client’s risk and account.
 
 
Article 6 - Right of withdrawal

6.1 A Consumer can a distance Agreement or an Agreement concluded outside the sales space without statement of reasons dissolve within a term of 14 (fourteen) days, after:
        a. In an Agreement for the performing of Services: the day on which the Agreement is concluded. This right of withdrawal lapses when the execution of the service, with approval of the Consumer, is begun before the end of this reflection time;
        b. In consumer purchase: the day on which the Consumer or a by the Consumer appointed third, who is not the transporter, has received the item.
6.2 The offered Products and/or Services of EMdot are often tailor‑made. The right of withdrawal is therefore excluded where legally permitted.
6.3 The right of withdrawal is not applicable if Client is not a Consumer.
6.4 If and insofar a Consumer nevertheless can make an appeal to his right of withdrawal, the provisions of article 6 paragraph 5, article 7 and article 8 of these general conditions apply.
6.5 If Consumer nevertheless can make use of his right of withdrawal Consumer must take care for returning of the Product.
 
 
Article 7 - Extension right of withdrawal for Products at not informing right of withdrawal
 
7.1 If EMdot the legally mandatory information about the right of withdrawal has not provided, runs the reflection time twelve months after the end of the original, according to the previous paragraphs of this article determined reflection time.
 
7.2 If EMdot the in the previous paragraph meant information to Consumer has provided within twelve months after the starting date of the original reflection time, expires the reflection time 30 days after the day on which Consumer that information has received.
 
 
Article 8 - Exercise of the right of withdrawal
8.1 Consumer sends the Product back with all delivered accessories, if reasonably possible in original state and packaging, and conform the by EMdot provided reasonable and clear instructions.
8.2 The risk and the burden of proof for the correct and timely exercise of the right of withdrawal lies with Consumer.
8.3 Consumer bears the direct costs of the sending back of the Product.
 
 
Article 9 -  Fee (Honorarium)
 
9.1 All total amounts are in euros and in case of Consumers including turnover tax and other levies which by government are imposed and in case of Clients who act in exercise of business or profession excluding turnover tax and other levies which by government are imposed, unless otherwise agreed.
9.2 If during the execution of the Agreement the purchase prices for raw materials (e.g., wood or natural stone) rise, EMdot has the right this increase of price to charge on to Client by separate, specified invoice.
9.3 EMdot reserves the right once per year an inflation correction to apply and may annually index hourly rates and fixed fees based on sector indices and wage cost developments; changes will be notified in advance.
9.4 The agreed amounts are based on cost‑price‑determining factors at the moment of the offer. EMdot reserves the right after the closing of the Agreement arisen changes in such factors, on which EMdot in reasonableness has no influence (e.g., excises, social charges, insurance premiums or turnover tax), to charge on to Client, up to a maximum of 20% of the original amount.
9.5 A composite price quotation does not oblige EMdot to performing of a part of the order against a corresponding part of the stated amount.
9.6 Discounts and quoted amounts do not automatically apply for future Agreements.
9.7 Supplier discounts obtained by EMdot remain the exclusive property of EMdot and are not passed on to Client unless expressly agreed in Writing.
9.8 Hourly billing and travel/expenses: every started hour counts as a full hour; travel within the Netherlands is charged at €0.45/km; international travel at actual costs; travel time may be billed at the hourly rate; external costs advanced on behalf of Client are re‑charged with supporting documentation upon request.
9.7  Supplier discounts, rebates or bonuses obtained by EMdot in relation to purchases or procurement belong exclusively to EMdot and are not passed on to the Client, unless expressly agreed otherwise in Writing.
9.8 Services performed on a time-spent basis are charged at the applicable hourly rate. Every started hour counts as a full hour; there is no billing per 15-minute increments. Time spent travelling, waiting on site, or being available at the Client’s request may be charged at the hourly rate.
9.9 Travel within the Netherlands is charged at €0.45 per kilometre (from EMdot’s Hilversum office to the project location and return). International travel (including flights, trains, hotels, visas, subsistence/per diem) is charged at actual costs.
9.10  External costs advanced on behalf of the Client (such as samples, models, permits, couriers, printing, mock-ups, supplier/showroom meetings, freight) are re-charged in addition to fees. Supporting documentation can be provided upon request.
9.11  In addition to inflation correction (Art. 9.3), EMdot may annually index hourly rates and fixed fees in line with market conditions and wage cost developments. Indexation will be notified in Writing and applies to ongoing and future Services unless agreed otherwise.
 
Article 10 - Cost‑increasing circumstances
 
10.1 Cost‑increasing circumstances give EMdot right to reimbursement of the from it resulting costs.
10.2 If EMdot is of opinion that cost‑increasing circumstances have occurred, it must inform Client hereof as soon as possible. Subsequently will Parties within 14 days deliberate whether cost‑increasing circumstances have occurred and, if so, to what extent the cost increase according to reasonableness and fairness will be reimbursed.
10.3 If there is question of cost‑increasing circumstances, Client is entitled to, instead of agreeing in a reimbursement, limit, simplify or terminate the Work. The amount that Client in this case owes will according to standards of reasonableness and fairness be determined.
 
 
Article 11 - Additional work
 
11.1 If EMdot at request of Client or at its own request, with prior Written approval of Client, activities or other performances has performed which fall outside the content or scope of the Agreement, will these be reimbursed according to the usual tariffs of EMdot. Client can demand that for that a separate Written Agreement is concluded.
11.2 Client accepts that by activities or performances as meant in paragraph 1 the agreed objectives and expectations can be influenced.
11.3 Insofar for the service provision and for the (delivery of the) Products a fixed amount is agreed, will EMdot Client always in Writing inform about the financial consequences of the Additional work.
11.4 Site visits, additional meetings, procurement support, sourcing and sample acquisition not explicitly included in the Agreement are considered Additional work and are invoiced separately in accordance with the usual tariffs, plus travel and expenses as set out in Article 9.
 
Article 12 - Payment and invoicing
 
12.1 Insofar not otherwise is determined in the Agreement or additional conditions, must the by Client owed amounts be paid within 5 (five) working days after invoice date, in specific cases EMdot may allow up to ten (10) working days, if expressly agreed in Writing.
12.2 Client has the duty to inaccuracies in provided or stated payment data without delay to inform EMdot.
12.3 Any dispute regarding an invoice must be notified in Writing within five (5) working days of the invoice date, stating reasons. Absent timely objection, the invoice is deemed unconditionally accepted.
12.4 If Client does not timely comply with his payment obligation(s), is he by EMdot pointed to the too‑late payment and is Client granted a term of 14 (fourteen) days to still comply. After the failing of payment within this term, Client is in default and owes statutory (commercial) interest; EMdot is entitled to charge extrajudicial collection costs (minimum 15% of principal; minimum €250) and to suspend Services. 
12.5 In case of (reasonable prospect of) bankruptcy, liquidation or suspension of payment or a debt rescheduling in the context of the WSNP are the claims of EMdot on Client and the obligations of Client towards EMdot directly due and payable.
12.6 By Client done payments serve always first to interest and costs, then to the longest outstanding due invoices, even if Client indicates otherwise.
12.7 Payment shall be made without suspension, deduction, or set-off, save where such rights cannot be excluded by mandatory law.
12.8 Submitting a complaint or dispute does not suspend payment obligations.
 
 
Article 13 - Delivery of Services and Products
 
13.1 As place of delivery applies the address that the Client to EMdot has made known.
13.2 Client is himself final responsible for the obtaining of the correct (building) permits; EMdot may support as consultant only.
13.3 EMdot delivers the Products and Services conform the Agreement.
13.4 If delivery of a Product named on the Element budget proves impossible, EMdot will endeavour to make available a replacement Product and will clearly state if a replacement is delivered. For replacement items, consumer right of withdrawal cannot be excluded; return costs in such case are for EMdot.
13.5 The risk of damage and/or loss of Products rests with EMdot until delivery and/or placement at Client or a beforehand designated representative, unless expressly otherwise agreed. Retention of title: ownership of Products delivered by or via EMdot transfers only after full payment of all amounts due under the Agreement (including interest/costs); until transfer, EMdot may exercise a right of retention over goods and documents in its possession.
13.6 Ownership of Products delivered by or via EMdot transfers only after full payment of all amounts due under the Agreement (including interest and costs). Until such time, EMdot may exercise a right of retention over goods and documents in its possession and withhold deliverables (including drawings, files and visualisations) until all outstanding amounts are settled.
13.7 Where EMdot facilitates procurement of goods on behalf of the Client, orders are placed only after the Client’s Written authorisation and required funds (deposit or full price) have been received by EMdot or paid directly to the vendor. Custom or special-order items are generally non-refundable once ordered. Any defects, delays, cancellations, or warranty issues concerning procured goods are to be resolved directly between the Client and the vendor. Manufacturer/vendor warranties apply directly between them. EMdot is not liable for vendor performance, quality, delivery or pricing, regardless of whether the vendor was recommended by EMdot.
13.8 All delivery terms are indicative. To possible stated terms Client can derive no rights.
13.9 The Work counts as delivered when EMdot has stated that the Work is ready for delivery and Client has accepted the Work.
13.10 If EMdot has stated that the Work is ready and Client not within eight days thereafter lets know whether he the Work accepts or not, counts the Work as delivered.
13.11 If Client rejects the Work, he must do that in Writing with statement of the defects which are the reason for rejection. Small defects, which can be repaired on short term and do not hinder use, are no reason for rejection.
13.12 If the Client puts the Work into use, the Work counts as delivered.
13.13 From the moment that the Work counts as delivered, is the Work for risk of Client.
 
 
Article 14 - Complaints
14.1 Client can on a defect in the performance no longer appeal, if he not within 2 (two) months after he the defect has discovered or reasonably should have discovered at EMdot has protested; for visible defects at delivery applies a term of 48 (forty‑eight) hours. Business Clients may also be subject to shorter internal inspection terms as agreed in the Agreement.
14.2 The Client must give EMdot in any case 4 (four) weeks time to come with a proposal to solve the complaint in mutual consultation.
14.3 If a complaint not within these terms to EMdot is reported, the Product and/or the Work is deemed to correspond to the Agreement.
14.4 Complaints do not suspend the payment obligation of a Client acting in business or profession.
 
 
Article 15 - Dissolution, suspension, termination of the Work in unfinished state and cancellation
 
15.1 If Client breaches obligations, is declared bankrupt, requests suspension of payments, liquidates business, or if (part of) his assets are seized, EMdot may suspend performance or terminate/dissolve the Agreement wholly or partly by Written statement, with retention of rights to reimbursement of costs, damage and interest.
15.2 Client is competent the execution of the Work wholly or partly to suspend. Costs for provisions which EMdot as a result of the suspension must make, and damage suffered by EMdot, are reimbursed to EMdot.
15.3 If during the suspension damage to the Work arises, this does not come for account of EMdot.
15.4 If the suspension longer than 14 (fourteen) days lasts, EMdot may demand a proportional payment for the executed part, including delivered but not yet processed materials, Products and third‑party services, and already worked hours.
15.5 If the suspension longer than one month lasts, EMdot is competent the Agreement to terminate; settlement occurs per the next paragraph.
15.6 Client is at all times competent the Agreement wholly or partly to cancel. EMdot then has right to the contract sum and/or agreed fee, increased with the costs due to non‑completion and decreased with saved costs; EMdot may in place of the foregoing charge 10% of the value of the not executed part of the Work.
15.7 Upon termination for Client’s convenience without EMdot’s fault, EMdot may alternatively charge up to 80% of the total contract sum as fair compensation where capacity was reserved and substantial design/coordination performed, or 100% where the project is substantially complete or committed (including external costs already incurred or irrevocably committed).
15.8 Upon termination, Client shall immediately return all EMdot materials and cease all use; until full payment, EMdot may exercise a right of retention; post‑termination use without licence triggers penalties under Article 20.
 
 
Article 16. - Liability

16.1 If Client is a Consumer:
    16.1.1 The total liability of EMdot is limited to damage up to maximum the amount excluding VAT agreed for the Service/Product or the (sub)part from which the damage originates; in no case more than the amount paid out by EMdot’s liability insurance.
   16.1.2 Not limited is liability for damage resulting from intent or deliberate recklessness of EMdot.
 
16.2 If Client acts in the exercise of profession or business:
   16.2.1 EMdot is not liable for indirect and direct damage, except for damage resulting from intent or deliberate recklessness of EMdot. If nevertheless liable for direct damage, liability is limited to the amount of the invoice for that Agreement (excl. VAT) and never more than the insurance payout.
   16.2.2 Direct damage means: (a) reasonable costs to make EMdot’s performance conform; (b) reasonable costs to determine cause and extent of damage relating to direct damage; (c) reasonable costs to prevent/limit damage where Client proves such limitation.
   16.2.3 Client indemnifies EMdot for claims of Third parties in connection with execution of the Agreement.
 
16.3 General provisions about liability:
   16.3.1 Condition for any right to compensation is that Client reports the damage as soon as possible in Writing. Every claim lapses 12 (twelve) months after arising.
   16.3.2 EMdot is not liable for damage inflicted by auxiliaries as meant in art. 6:76 Dutch Civil Code.
   16.3.3 EMdot is not liable for damage due to incorrect/incomplete data or permits supplied by or on behalf of Client.
   16.3.4 EMdot maintains appropriate professional and business liability insurance; any liability is in all cases limited to the amount actually paid out under the relevant
   policy plus any deductible.
16.4 EMdot shall not be liable for errors, shortcomings or damages caused by third parties (including contractors, suppliers, consultants or vendors), regardless of whether such third parties were recommended by EMdot, engaged by EMdot, or directly contracted by the Client. Any related claims must be addressed directly to the relevant third party.
 
 
Article 17 - Force majeure
17.1 In addition to art. 6:75 Dutch Civil Code, a shortcoming of EMdot is not attributable in case of circumstances independent of EMdot’s will that prevent fulfilment, including supplier defaults, (power) failures, computer viruses, extreme weather, fire (danger), (threatening) war, pandemics, epidemics, quarantines, sick leave, incapacity, strikes, government measures and defects of vehicles/equipment used for transport or installation.
17.2 In such case obligations are suspended as long as performance is prevented. If this situation lasts 30 (thirty) calendar days, both Parties may dissolve the Agreement in Writing; EMdot owes no compensation, even if EMdot enjoys any benefit due to the force majeure.
17.3 If the Agreement ends on ground of force majeure, EMdot has right to payment of the already worked hours and investments at that time.
 
 
Article 18 - Guarantee and Product Responsibility

18.1 EMdot Studio guarantees that any products designed, manufactured, or sold under its own label meet the specifications agreed with the Client and the reasonable standards of quality and usability applicable on the date of delivery.

18.2 For all other products procured through EMdot Studio on behalf of the Client, EMdot Studio acts solely as an intermediary and design facilitator. EMdot Studio does not assume responsibility for the performance, durability, or guarantees of such goods, nor for the services provided by third-party vendors, suppliers, or contractors.

18.3 Any manufacturer’s or vendor’s warranties apply directly between the Client and the respective third party. EMdot Studio may, at its discretion, assist in communication or coordination, but such assistance shall not imply any acceptance of liability or warranty obligation. Any time spent on such assistance may be charged in accordance with Article 9.

18.4 The guarantee shall not apply if:
 a. the Client or third parties have installed, repaired, altered, or handled the goods without following EMdot Studio’s or the manufacturer’s written instructions;
 b. the goods have been exposed to abnormal conditions, misuse, or insufficient maintenance;
 c. any unsoundness results wholly or partly from government regulations or material restrictions beyond EMdot Studio’s control.

18.5 EMdot Studio provides no guarantee for design services, drawings, or aesthetic outcomes. Responsibility for correct installation, handling, and maintenance of supplied products lies exclusively with the Client or the appointed contractor.

18.6 Except in cases of proven intent or gross negligence by EMdot Studio, the company shall not be liable for any direct, indirect, or consequential damages arising from product defects, vendor delays, or third-party performance. This limitation applies in conjunction with Article 16 (Liability).


 
 
Article 19 - Transfer
19.1 Rights from this Agreement cannot be transferred without prior Written approval of the other party. This applies as a clause with property‑law effect as meant in article 3:83 paragraph 2 Dutch Civil Code.
 
 
Article 20 - Intellectual property
20.1 All intellectual property rights relating to and/or resulting from Services granted by EMdot rest with EMdot. Client obtains only the non‑exclusive and non‑transferable usage rights expressly granted by these conditions and the law. Any other or further right is excluded.
The Client obtains only a non-exclusive, non-transferable right of use limited to the specific project for which the materials were prepared. Any further or other rights are excluded. Drawings and plans are conceptual and convey design intent based on information provided by the Client; EMdot is not liable for errors arising from inaccurate, incomplete or misleading Client-provided information.
20.2 Documents provided by EMdot are intended solely for use by Client for the specific project. Client may not make information public and/or reproduce in any form (including editing, selling, making available, distributing or integrating in networks), unless EMdot has permitted this in Writing or it follows from the nature of the Agreement.
20.3 EMdot retains the right to use acquired knowledge for other purposes insofar no confidential information of Client is provided to Third parties.
20.3 Client indemnifies EMdot for Third‑party claims regarding intellectual property rights where such claims are attributable to Client (e.g., materials provided by Client without proper authorisation).
20.4 Any unauthorised use of EMdot’s materials triggers an immediately payable penalty equal to the greater of €25,000 or three (3) times the fee stipulated for the relevant Agreement, without prejudice to EMdot’s right to full damages and injunctive relief.
20.5 EMdot may make photographs/videos of the project before, during and after completion for marketing (website, social media, press, awards, portfolio) with due regard for privacy; Client name/address will not be disclosed without prior Written consent unless needed for publication credit.
 
 
Article 21 - Exclusivity
21.1 For the duration of the Agreement Client grants EMdot the exclusive right to execute the assigned assignment.
 
 
Article 22 - Set‑off and suspension
22.1 The right of suspension and the right of set‑off of Client who acts in exercise of business or profession are excluded. In addition, EMdot has a right of retention and lien over materials, documents and goods of the Client in EMdot’s possession, and may withhold deliverables (including drawings/files) until all claims are settled.
 
 
Article 23 - Applicable law
23.1 On Agreements between EMdot and Client to which these general conditions relate, exclusively Dutch law applies.
23.2 Disputes between Parties will as much as possible be solved by good consultation. All disputes between Client and EMdot will exclusively be settled by the competent court in the district in which EMdot is established (Amsterdam/Hilversum region), unless mandatory law dictates otherwise.
 
 
Article 24 - Survival
24.1 The provisions from these general conditions and the Agreement which have the purpose to after ending of the Agreement keep their validity, remain after the ending of the Agreement unimpaired in force (including Articles 12, 16, 18, 19, 20, 22–25).
 
 
Article 25 - Modification or supplement
25.1 EMdot is entitled to these general conditions unilaterally to modify or to supplement. In that case EMdot will Client timely inform of the modifications or supplements.
25.2 Between this notification and the coming into force of the modified or supplemented conditions will be minimum 30 (thirty) days.
25.3 If the modification gives EMdot the authority to provide a performance which essentially deviates from the promised performance, a Consumer has the right the modified conditions to refuse or the Agreement to dissolve.


 
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