General terms and conditions of Blue Dragon Online Marketing B.V. (register number 51400995), Blue Dragon Strategy & Concept B.V. (register number 16045407), Blue Dragon Digital Technology B.V. (register number 17115639) and Blue Dragon Holding B.V. (register number 77067444) mentioned here Blue Dragon, a private limited company.

Article 1 Scope
1. These general terms and conditions (the ‘general conditions’) apply to all quotations and offers issued by, and all contracts entered into by the customer with, Blue Dragon.
2. These general conditions also apply to all subsequent offers, contracts and order confirmations issued and concluded with the same customer, regardless of whether they are related to or follow on from pre-existing quotations or contracts.
3. Changes or additions to these general conditions should always be agreed upon in writing or confirmed by Blue Dragon and only apply to that individual case where there is a deviation for that occasion and for which that change or addition has been made or agreed upon.

Article 2 Quotations
1. All offers made by Blue Dragon are without any obligation unless there is any expressly agreed period for acceptance or unless the proposal does not stipulate a period for approval. Still, it appears from the offer that the offer remains valid unless and until Blue Dragon revokes it.
2. The drawings, designs and other information provided by or on behalf of Blue Dragon with the offer remain the property of Blue Dragon. The customer must return them immediately upon first the quest if no contract is agreed upon. The customer may not keep copies in any format. Blue Dragon has exclusive rights, including all intellectual property rights, about these drawings, designs and other information.
3. These documents provided by or on behalf of Blue Dragon may not in any way be reproduced, disclosed or made available to third parties in whole or in part or used in any other way without the express written consent of Blue Dragon.
4. Any drawings, models, designs, samples, calculations, prospectuses and the like supplied by the customer will be kept by Blue Dragon for six months after the customer has provided them.
5. The customer is responsible for the data, specifications, calculations, and the as it supplies, and fully indemnifies Blue Dragon for errors and loss resulting from that place.
6. The customer indemnifies Blue Dragon against all claims of third parties against Blue Dragon based on infringements of intellectual property rights resulting from the customer's data, models, images, etc., supplied.

Article 3 Price and price adjustment
1. Unless otherwise stated in an offer or contract, all agreed prices are exclusive of VAT and media costs such as media budget paid links, subscriptions, software, placement costs and hosting, unless expressly agreed otherwise in writing. Unless expressly agreed otherwise, all prices are quoted in Euros.
The exceeding of prices as a result of the sales conditions of Blue Dragon’s suppliers and third parties hired by Blue Dragon, such as the percentages of excess or undersupply customary in the printing industry or media expenditure, shall be deemed to be known to the customer and shall not be considered as exceeding an estimate, even if these costs have not been included in a separate
Estimate.
2. Blue Dragon is not obliged to honour a contract at a stated price based on a prominent, apparent typesetting error or not in line with the market.
3. Blue Dragon is expressly authorised to unilaterally change the price, conditions and the content of a quotation or concluded contract without the customer being charged to revoke the contract if market circumstances (foreseen or unforeseen) or cost-increasing circumstances justify this. In the event of any such changes, Blue Dragon is not liable to compensate the customer.
4. Deviations in the contract up to a maximum of 5% of, for example, the price or delivery time will, in principle, be considered reasonable unless the customer demonstrates that it cannot reasonably be expected to accept such deviations.
5. Additional work will be charged separately by Blue Dragon. ‘Additional work’ means all work not included in the initial, original contract.
6. If the prices have not yet been determined before or after the contract, the costs to be calculated by Blue Dragon and payable by the customer are the prices mentioned in the price lists of Blue Dragon for that year or the prices valid on the day of delivery.

Article 4 Performance of the contract
1. The contract entered with Blue Dragon and the obligations thereunder are qualified as a best endeavours obligation unless the obligation by its nature is an obligation to achieve a result. Blue Dragon shall determine how the contract is to be performed.
2. Only Blue Dragon contracts with the customer, even if it is expressly the tacit intention that the work will be carried out by a particular person (the effect of Book 7 Article 404 of the Dutch Civil Code is explicitly excluded). Therefore, these conditions may also be invoked by any natural or legal person directly or indirectly involved in the performance of the work or service by Blue Dragon.
3. The (de facto) directors of Blue Dragon and its employees are not personally bound or liable (the effect of Book 7 Article 407 paragraph 2 of the Dutch Civil Code is therefore expressly excluded).
4. Blue Dragon has the right to have certain activities carried out by third parties or assisted by third parties after notifying the customer. The customer indemnifies Blue Dragon for liability for loss resulting from mistakes or defects made by those third parties or any other basis. Blue Dragon expressly excludes the operation of Book 6 Article 76 of the Dutch Civil Code.
5. The agreement terms between the parties are indicative and will be pursued by Blue Dragon to the best of its knowledge and ability. However, the words will never be a deadline, and the customer should first give Blue Dragon notice of default if the intended (delivery) dates are not met.
6. If Blue Dragon is unable to perform the agreed contract because the customer fails to provide the necessary cooperation or because another party on behalf of the customer fails to cooperate or prevents the performance of the agreed contract, the customer is responsible and in default and Blue Dragon has the right to compensation of the costs incurred. Hence, the loss suffered, including failure for termination. However, to avoid discussions about the nature and extent of this loss, Blue Dragon stipulates that this loss will be fixed at at least half of the agreed contract price without prejudice to the right to total compensation.
7. If Blue Dragon cannot perform the agreed contract within the agreed target periods or at the agreed location because the customer fails to provide the necessary cooperation or a third party prevents this, this will be at the expense and risk of the customer and the customer is liable for the loss suffered by Blue Dragon. Here, the loss sustained by Blue Dragon will be set at half the agreed contract price without prejudice to the right to total compensation.

Article 5 Payment
1. The payment term is 14 days after the invoice date to be effectively received on account of Blue Dragon unless agreed otherwise in writing.
2. All payments must be made without any deduction or setoff in the manner to be determined by Blue Dragon. Blue Dragon expressly excludes the right of the customer to suspend or set off.
3. Blue Dragon has the right to suspend the performance of any contract until it has received full payment of already expired invoices.
4. Blue Dragon reserves the right to demand financial guarantees and securities from the customer even after partial delivery of goods and services.
5. Blue Dragon is also entitled to an invoice after partial delivery.
6. The prices charged and all invoices sent are immediately due and payable at all times, without any summons or notice of default being required if the customer is declared bankrupt, applies for or obtains provisional suspension of payments, a request by the customer (natural person) for the application of the Statutory Debt Rescheduling Scheme is granted by the court, the customer loses the power of disposal over their assets or parts thereof as a result of the seizure, placement under guardianship or otherwise, as well as if the customer breaches any of their obligations, regardless of whether these arise from this contract or another contract or from the law.
7. Without any required summons or notice of default, the customer is legally in default by the mere expiry of the agreed payment term.
8. If the payment term is exceeded, the customer is liable for default interest of 1.5% per month from the day of default, whereby part of a month shall be counted as a whole month. At the end of each year, the amount on which interest is calculated shall be increased by the interest due for that year.
9. If the customer fails to pay any part of the outstanding invoices after a summons or reminder, there will be an immediately payable penalty of 15% - calculated over the total due amount - or a fixed penalty amount of €750.00 if the outstanding amount does not exceed €10,000.00, without prejudice to the right to specific performance and compensation under the law.
10. Insofar as this penalty cannot be imposed, the customer must at least reimburse Blue Dragon for its extrajudicial costs in the amount of the actual expenses payable to the collection agency engaged by Blue Dragon in the case of extrajudicial collection.
11. In case of legal proceedings, Blue Dragon is also entitled to charge all actual costs incurred by its legal representative to the customer, regardless of the fixed compensation system created by law.

Article 6 Liability
1. Blue Dragon excludes any liability for loss to the customer until the customer has completely satisfied their payment obligation.
2. Blue Dragon is not liable for loss suffered by the customer, including any liability to compensate for termination or tortious act unless the customer demonstrates that the loss is the result of a deliberate or reckless act of Blue Dragon or its management and other executives.
3. In no event shall Blue Dragon be liable for consequential loss, such as, in any event, the liability arising out of termination or tort, loss of profits, loss of turnover or business interruption of any kind.
4. Blue Dragon is also not liable for the loss or depreciation of any goods and / or the website and / or the customer’s content, for which the customer is always responsible and accountable.
5. Should Blue Dragon nevertheless be held liable, the amount of loss to be compensated to the customer will always be limited to the cover provided by Blue Dragon’s insurance and on the condition that Blue Dragon’s insurer in the case in question also pays out, increased by the excess.
6. If the insurer (or policy) of Blue Dragon does not provide cover and/or does not pay out, then the total and maximum liability of Blue Dragon for loss and costs is, in all cases, limited to the amount of the invoice(s) (excluding VAT) about the assignment where the loss occurred, with a maximum of €10,000.00.
7. In all cases in which Blue Dragon seeks to rely on the above provisions in court, any employees of Blue Dragon who have been held liable can also rely on this article as if the employees of Blue Dragon themselves had stipulated its provisions.
8. The liability for third parties hired by Blue Dragon in the sense of Book 6 Article 76 of the Dutch Civil Code is expressly excluded. However, in case of the involvement of a third party, the customer must ensure themself accordingly.
9. The customer indemnifies Blue Dragon for possible claims by third parties who suffer loss in connection with the performance of the contract, regardless of the cause.
10. The customer must bring claims for loss before the court with jurisdiction
According to these general conditions, within one year after liability has been asserted. After that period, the right to compensation lapses.
11. Blue Dragon is not liable for loss resulting from the digital data supply by Blue Dragon or the customer via e-mail or the internet. This exclusion of liability expressly, but not exclusively, includes the risk of contamination, infestation, corruption or interception of data by viruses, Trojan horses, worms, botnets, hacking, phreaking, password cracking, fraud, or otherwise influencing data by a third party.

Article 7 Force majeure
1. Force majeure on the part of Blue Dragon shall be deemed to arise if Blue Dragon is prevented from performing its contractual obligations or the preparation thereof as a result of war or threat of war, civil war, insurrection, terrorism, molestation, fire, water damage, epidemic or pandemic, organised and unorganised strike, company occupancy, exclusion, seizure, import and export obstructions, government measures, defects to or failures in the supply or supply of energy, defects to or an inadequate infrastructure (hardware and software) of the customer and all other causes that have arisen through no fault or risk of Blue Dragon.
2. In case of force majeure, the (delivery) periods will be extended with the period during which the force majeure prevents Blue Dragon from fulfilling its obligations.
3. If due to force majeure, the delivery is delayed more than one month, Blue Dragon and the customer are authorised to terminate the contract - for the nonexecuted part - taking into account the stipulation in paragraph 4.
4. If force majeure occurs when the contract has already been partially performed, the customer will retain the part of the goods already delivered or unable to revoke the part of the contract already performed and pay the purchase price due in both cases, regardless of whether the customer demonstrates that the part of the goods already delivered can no longer be used effectively as a result of the incomplete performance.
5. Neither Blue Dragon nor the customer will be liable to the other for loss in the event of contract termination due to force majeure.

Article 8 Intellectual property
1. Unless otherwise agreed, all intellectual and/or industrial property rights regarding products and/or services manufactured by Blue Dragon or resulting from that place belong exclusively to Blue Dragon. Insofar as such, requests can only be obtained by filing or registration; only Blue Dragon is authorised. Supplying products and/or services to the customer does not imply any intellectual and/or industrial property rights transfer.
2. Unless otherwise agreed upon, the working drawings, illustrations, designs, design sketches and other materials or (electronic) files created by Blue Dragon in the context of the order remain the property of Blue Dragon.
3. If the customer fully complies with their obligations to Blue Dragon, the customer obtains a non-exclusive and non-transferable right of use for the products and/ or services supplied by Blue Dragon for the agreed objectives and the agreed duration. In the event of such use, the customer shall strictly adhere to the conditions laid down in these general conditions or otherwise imposed on the customer. Without Blue Dragon’s explicit permission, products and other goods and/or rights arising from or related to the supplied products and/or services may not be reproduced, transferred and/or made public.
4. Unless the work does not so lend itself, Blue Dragon is at all times entitled to mention its name on or with the products and/or services it manufactures or to have the name removed, and the customer is not allowed to publish and/ or reproduce these products and/or services without prior permission without mentioning the name of Blue Dragon or any other entitled party.
5. If Blue Dragon utilises information and/or goods and/or works on which intellectual and/or industrial property rights can rest, which information and/ or goods and/or results have been made available to Blue Dragon by the customer, it is assumed that the customer has been informed about the rights of use of this information and/or goods and/or works. As a result, the customer indemnifies Blue Dragon for all possible third-party claims concerning intellectual and/or industrial property rights and for possible portrait rights.
6. Blue Dragon makes every effort to ensure that its supplies’ products and/or services do not violate any third-party industrial or intellectual property rights. In the unlikely event that it is established that the products and/or services provided by Blue Dragon to the customer breach such third-party rights, Blue Dragon will compensate the loss thereby suffered by the customer, up to an amount not exceeding the contract sum excluding VAT that Blue Dragon has received from the customer for the supplied products and/or services and provided that Blue Dragon is in breach of its best endeavours obligation. In respect of a contract for at least six months, Blue Dragon’s liability is further limited to the contract sum due over the last six months, excluding VAT. In any case, the penalty is limited to the amount paid out by Blue Dragon’s liability insurance, increased by the applicable excess. However, the customer loses any claim for compensation if they have not informed Blue Dragon wholly and promptly about any third-party claims so that Blue Dragon can properly defend its rights in this matter.

Article 9 Termination/cancellation of the contract
1. If a contract with Blue Dragon is a continuing contract for an indefinite period, it may be terminated at any time with a notice period of 3 months (counting from the last working day of the month) without any obligation to pay compensation.
2. If the customer is in breach of any obligation to Blue Dragon under the contract, related contract, or previous or subsequent contract, or if Blue Dragon suspects that the customer will not comply with any obligation under the agreement in the future, the claim is immediately due and payable and Blue Dragon has the right to claim:
a) Payment in advance or adequate additional compensation for payment or to demand immediate payment upon delivery for payment obligations from all current and future contracts;
b) To suspend deliveries (as well as the creation or processing of obligations agreed upon for the performance) without prejudice to Blue Dragon’s right to demand security for payment at the same or any future time. Once the customer has complied with their payment obligation, Blue Dragon will have the time available for the production or processing, taking into account existing possibilities in Blue Dragon’s company and/or in the company of Blue Dragon’s suppliers;
c) To terminate the said contract in its entirety or to the extent that it has not been performed, without any obligation to pay damages;
d) To terminate additional or all current contracts in respect of which the customer is not in default, in whole or about the unperformed part.
3. Without prejudice to Blue Dragon’s right to total compensation, including loss of profit, Blue Dragon is entitled to compensation for termination of the contract due to the breach by the customer of their obligations or in case of cancellation of an order/contract by the customer. The amount of compensation depends on the time that has elapsed between the conclusion of the contract and the moment when the agreement is terminated by Blue Dragon or cancelled by the customer in proportion to the agreed time for the performance of the contract.
4. The compensation will be determined on a flat-rate basis by the following graduated scale:
a) Termination/cancellation eight weeks before the start of deliveries: 20% of the amount of the order/quotation;
b) Termination/cancellation four weeks before the start of deliveries: 40% of the amount of the order/quotation;
c) Termination/cancellation two weeks before the start of deliveries: 60% of the amount of the order/quotation;
d) Termination/cancellation after the agreed delivery time, 100% of the amount of the order/quotation.
5. The graduated scale (article 9.4) also applies if Blue Dragon agrees to a request by the customer for cancellation or termination.

Article 10 Complaints
1. The customer must report complaints to Blue Dragon in writing, stating the reasons. Regardless of what it relates to, a complaint does not give the customer the right to suspend or set off their obligations under the contract to Blue Dragon.
2. The customer must immediately report visible complaints to Blue Dragon after delivery or during the performance of the work, failing which, the goods delivered or work carried out will be regarded as correct and accepted.
3. The customer’s right to complain about lapses anyway if the customer has used, processed or otherwise (tacitly) accepted the products delivered by Blue Dragon.
4. In the case of non-visible defects, the customer must complain in writing within five working days after discovery or after the fault should reasonably have been discovered. If this period expires without complying with the formalities, the work delivered or completed will be regarded as correct and accepted.
5. The customer must report all other complaints to Blue Dragon within the agreed payment term, failing which the right to complain expires.

Article 11 Retention of title
1. All goods delivered by Blue Dragon to the customer remain the property of Blue Dragon until the customer has paid all that it owes to Blue Dragon for whatever reason, plus interest and costs and all other claims.
2. If the customer creates a new item from the goods supplied by Blue Dragon subject to retention of title, the customer acts on behalf of Blue Dragon during such creation and will keep the item for Blue Dragon. The customer only becomes an owner at the moment that the retention of title lapses as a result of all claims having been paid. The customer always takes to ensure the goods supplied are subject to retention of title against fire, explosion and water damage as well as against theft and to make the relevant insurance policy available for inspection upon first request.
3. Insofar as Blue Dragon has other claims against the customer and Blue Dragon has supplied products and/or services to the customer without retention of title, the customer will create a non-possessory pledge on these goods as security for compliance with their obligations to Blue Dragon, and Blue Dragon accepts this non-possessory pledge. On the first request of Blue Dragon, the customer will sign a deed to establish the promise. In addition, the customer must ensure that they are authorised to pledge the goods and that the goods, apart from the rights of Blue Dragon, are not sold and/or subject to limited rights.
4. If the customer resells the relevant products, Blue Dragon may require the customer to create a pledge in favour of Blue Dragon on their claim against the buyer resulting from that sale.
5. The customer may not pledge the products and/or services from Blue Dragon to third parties or in any way relinquish, transfer, or restrict the legal and factual power of disposition to them to the detriment of Blue Dragon. The goods are not transferable.
6. All costs associated with the establishment and performance of all necessary acts in connection with the retention of title and any other securities are payable by the customer.

Article 12 Joint and several liabilities
1. If the contract(s) is (are) made by Blue Dragon with or for the benefit of (legal) persons in addition to the customer, then all those (legal) persons are jointly and severally liable for all obligations arising under the contract and/or resulting contract(s).

Article 13 Personnel
1. The customer is not allowed to employ employees of Blue Dragon or otherwise engage them to work for the customer in any other way, directly or indirectly, both during the contractual relationship between the customer and Blue Dragon, and for a period of 1 year after the end of the contract, without the prior written permission of Blue Dragon. Employees of Blue Dragon are - in this context - persons employed by Blue Dragon or employed by Blue Dragon at the time of the performance of the contract.

Article 14 Applicable law and choice of forum
1. All legal relationships between Blue Dragon and the customer are governed exclusively by Dutch law. Accordingly, all disputes, without exception, which arise at any time under the parties’ relationship governed by these general conditions, will, as far as they exceed the jurisdiction of the subdistrict court, be subject to the judgment of the district court of Oost-Brabant, sitting in ‘s-Hertogenbosch, with the proviso that Blue Dragon is at all times authorised to bring the dispute to the competent court in the jurisdiction where the customer is located.