General Conditions of purchase Freelancers Audax Publishing B.V.
In these Terms & Conditions, the following definitions shall apply:
- Terms & Conditions: These Terms and Conditions of purchase Freelancers of Audax Publishing B.V.;
- Audax Publishing: Audax Publishing B.V., with registered office and headquarters in (1096 CJ) Amsterdam, Joan Muyskenweg 6 – 6a;
- Contribution: Material a Freelancer provides for publication in a Title of Audax Publishing (or affiliated company);
- Personal declaration: A form intended to assess the employment relationship between the client and a freelancer (with another main occupation), and thus the liability to payroll taxes;
- Freelancer: The natural or legal person who makes a contribution;
- Order confirmation: A (digital) document provided by Audax Publishing to Freelancer, in which the assignment and the (financial) commitments to it have been stated.
- Parties: Audax Publishing and Freelancer;
- Title: Every magazine, every website or other medium that is issued by Audax Publishing;
- Declaration of Independent Contractor Status (VAR): Issued o Freelancer by the tax office.
- The Terms & Conditions apply to all agreements and other (legal) acts between Audax Publishing and Freelancer. Audax Publishing and Freelancer can make alternative agreements to these Terms & Conditions in a framework agreement.
- The applicability any Terms & Conditions of Freelancer to the legal relationship between the parties is expressly rejected by Audax Publishing.
3. Conclusion of the agreement
- Audax Publishing will only be subject to an agreement, if it is in writing, and signed by an authorised representative of Audax Publishing.
- Services provided by Freelancer, or preparations to those services, before the time a contract was concluded, will be at the expense and risk of the Freelancer.
- Freelancer delivers journalistic services that should result in a contribution by order of Audax Publishing. Parties make further agreements on this subject in an Order Confirmation.
- Audax Publishing cannot be held to any other assignment than the one agreed upon.
- Freelancer has the right to refuse an assignment.
- Apart from what was agreed upon in an order confirmation, Audax Publishing does not owe any compensation to Freelancer.
- Subject and scope of the activities will be determined by the Editorial Board of the Title. This also applies to the method of delivery of a Contribution, as well as for any further guidelines from Audax Publishing.
- The activities will be conducted by Freelancer on the basis of an agreement of assignment, as a self-employed professional. Freelancer is free to achieve the results within the framework that been agreed upon. Between the parties, there is no employment contract.
5. End of the agreement
- The agreement will end legally by completion of the assignment by Freelancer.
- Audax Publishing has the right to terminate the agreement immediately in writing without having to pay any compensation to Freelancer:
- If Freelancer fails to fulfil the obligations (arising) from the agreement for a period of 10 working days;
- If Freelancer or the person Freelancer put at disposal cannot or no longer carry out the activities to the best of their abilities;
- If Freelancer has applied for a (provisional) suspension of payment, declares his own bankruptcy, or has applied for a debt restructuring within the meaning of the Consolidation for Natural Persons (WSNP), is declared bankrupt, is under legal restraint;
- If Freelancer ceases his activities/company;
6. Declaration of Independent Contractor Status
- Before the conclusion of the contract, Freelancer will submit to Audax Publishing a valid VAR and a valid ID. In the event of expiry of the VAR, Freelancer is also responsible for submitting a new VAR to Audax Publishing if the assignment has not been completed yet.
- Freelancer is solely responsible for the payment of any income tax and/or social security contributions, and shall indemnify Audax Publishing for any on this assignment related claims at the tax authorities and/or business association.
- Freelancer commits himself to provide Audax Publishing a valid VAR for the same kind of activities as agreed upon between the Parties.
- In addition, if Freelancer has a VAR RUO, he will be required, to fill in and submit to Audax Publishing, at their first request, a form, the so called Own Statement Freelance authors/editorial staff.
- Freelancer shall enable Audax Publishing to determine the identity of Freelancer (or a third party hired by Freelancer) on the basis of a valid passport or identity card, as well as copies of the identity card in order to keep them in the records.
- If Audax Publishing is bound or believes to be bound to any withholdings, the Freelancer fees will be deducted by the required withholdings.
- The fee is agreed upon between the parties is a gross sum. In case Freelancer should not be considered an independent Freelancer (anymore), Audax Publishing will be entitled to recoup all damage resulting from it. Included in this damage is in particular the payroll tax, to be collected by the tax office, as well as the employer’s contribution of the premiums and social insurance of the employee, including any additional collections.
8. Fees and payment
- Audax Publishing pays Freelancer a fee for the work performed, for which we refer to the Order Confirmation.
- Reimbursement of the expenses are deemed to be included in the fee, unless under special circumstances, the Parties have made other arrangements prior to the execution of a concrete order.
- Upon receipt of the invoice, payment of the fee will take place not later than at the end of month following the month of publication.
- Audax Publishing reserves the right to suspend payment of the fee for as long as Freelancer, despite requested as such by Audax Publishing, has not properly or timely submitted the VAR or Own Statement Freelance authors/editorial staff to Audax Publishing.
9. Acceptance and emplacement Contribution
- A contribution made on order is accepted by Audax Publishing, if it meets the terms agreed upon and the quality requirements as desired by Audax Publishing. If a contribution is accepted by Audax Publishing, Audax Publishing owes the agreed upon fee.
- If Freelancer offers Audax Publishing materials out of his own initiative, Audax Publishing will indicate to Freelancer whether they wish to make use of the material. Specific agreements on the extent of the material and the fee to be paid will be made. Material, offered on the Freelancer’s own initiative, will be deemed not to have been accepted, if Freelancer receives no response within one month of receipt of a contribution from the editor concerned.
- Audax Publishing reserves the right not to publish an accepted contribution.
- Any changes to a contribution of a Freelancer that are essential will take place in consultation with the Freelancer concerned. In the case of changes made in the regular editing process, if in keeping with the nature of the Title, Audax Publishing does not require approval of Freelancer.
- Freelancer is deemed to inform the editors of the publication of any possible arrangement with a third party that is binding on the reproduction of the contents of a Contribution.
- Audax Publishing determines the location, the numbers of pages, and the format of a Contribution in case of publication.
- By handing in a Contribution to Audax Publishing, Freelancer issues a licence:
- To use a Contribution in the Title of Audax Publishing as referred to in the Order confirmation;
- To reuse a Contribution in all editions, publication formats, and media of the Audax Publishing Title as mentioned in the Order confirmation
- To include a published contribution, and any other material obtained as a result of the order, in an electronic archive that is both internally and externally searchable, indefinitely;without any other additional fee due to Freelancer than agreed upon within the framework of the order in question.
- If the Contribution is not itself a drawing, photograph or any other illustration, the permission referred to in paragraph 1 of this article also includes any drawings, photographs or other illustrations sent by Freelancer together with the Contribution, unless Freelancer mentions to Audax Publishing clearly and in writing that they can only be used in a specified, limited way.
- The license referred to in paragraph 1 of this article includes the use of (part of) a contribution and any other material obtained as a result of the order for advertising and/or promotional purposes.
- The license will be exclusive for the first six months after the initial publication, or from the date of the invoice if a Contribution has not been published within one year after delivery. After the aforementioned period of time, the license will continue to exist, and Freelancer will have the right to use a Contribution and any other material obtained as a result of the order himself, or to offer it to third parties.
- If, for a period of three months prior to offering a Contribution to Audax Publishing, Freelancer has offered a Contribution (respectively a contribution of equal or nearly equal contents/form) and any other material obtained as a result of the order, Freelancer is required to inform Audax Publishing of this offer. If it turns out that Freelancer has acted in violation of the above, Audax Publishing will owe Freelancer no fee at all for a Contribution. However, a fee is payable if Audax Publishing, despite knowing that Freelancer is in breach of the obligations arising from this article, nevertheless proceeds to publish a Contribution after it became known.
- In case of use other than described above (including use of the Contribution in other titles, publication forms, and media of Audax Publishing, Audax B.V., or its affiliates), an additional permission is required, that Freelancer will not unreasonably refuse, whereas Audax Publishing owes an additional fee.
- If the assignment concerns photography work, the provisions in this article and in article 11 also apply to any other material obtained as a result of the order.
- Freelancer guarantees Audax Publishing he does not violate copyright or any other rights of third parties with a Contribution, and shall indemnify Audax Publishing against any claims by third parties.
- The Freelancer’s name will be listed in the Title in which a Contribution is published, unless other agreements have been agreed upon, or unless listing the Freelancer’s name in the relevant Title is not customary.
- If the name of Freelancer has not or incorrectly been listed in a Title, in which a Contribution has been published, Audax Publishing owes Freelancer after his first notice of a fee of up to € 45.–.
If Freelancer prefers that his name shall not be listed, or if he would like to use pseudonym, the editorial board will respect this, as long as it was made known to the editorial board of the Title in writing and in a timely manner.
13. Provision of information
- Freelancer will provide Audax Publishing with both solicited and unsolicited information on the implementation of the provisions of the agreement In addition, Freelancer will notify Audax Publishing in writing and without delay on any changes of his freelance status while performing the assignment, as well as provide a new VAR.
- Both during the term of the agreement and after if, Freelancer is committed to observe strict confidentiality about to information and data of Audax B.V., Audax Publishing and its affiliates (including Publishing House CASCADE N.V., Publisher De Vrijbuiter B.V.) in the field of, among others, commercial activities, internal procedures and viewpoints, exterior relationships and results of research.
- Confidential information, obtained in the framework of the agreement, may be provided to only internally other employees of Audax B.V., Audax Publishing and its affiliates, if they need this information to perform their job properly.
- At all times, Audax Publishing is authorised to make changes to the General Terms and Conditions. The amended Terms & conditions will the continue to apply, unless any objections to it have been lodged in writing within 30 days of notice of the changes. These amendments shall enter into force on the announced date of commencement. If the Terms & Conditions are changed during the execution of an assignment by Freelancer, Audax Publishing will send the amended Terms & Conditions to Freelancer in a timely matter. If no date of commencement has been announced, the changes will enter into force thirty days after the Freelancer was informed about the changes. If a Freelancer does not want to accept the amended Terms & Conditions, Audax Publishing and Freelancer will consult on the matter to arrive at a solution. If no solution is arrived at, Freelancer has the right to cancel the agreement in writing by the date on which the amended Terms & Conditions take effect.
- Should any provision of these Terms & Conditions be void or nullified, the remaining provisions of these Terms & Conditions will remain in force. The Parties shall consult on the relevant provisions in order to find a replacement, on the condition, that the scope of the Terms and Conditions will be maintained as much as possible.
16. Applicable law and jurisdiction
- The legal relationship between Freelancer and Audax Publishing is governed exclusively by Dutch law.
- Disputes relating to agreements between Freelancer and Audax Publishing, and that are not within the competence of the district court, will be submitted for assessment to the Amsterdam Court.