General Terms and Conditions

The Citydressers, 2026
In these terms and conditions, the following definitions apply:
THE CITYDRESSERS BV, hereinafter referred to as “TCD”, Pazzanistraat 11, 1014 DB Amsterdam
Tel: +31 (0)6 43098643 Email: kim@thecitydressers.com · Chamber of Commerce: 96158875 · VAT No.: NL86493167B01

Article 1: General

1.1 TCD provides advice and performs work in the field of, among other, production and organization of events, styling, and (facade) installations, and is engaged in the development of concepts, including the supervision and execution thereof, for both private individuals and companies. In the context of its services and the performance of an assignment, TCD may, on behalf of the Client, make available personnel and/or goods.
1.2 The natural person, legal entity, or business that commissions TCD to perform certain work and/or provide advice, including any person on whose behalf or at whose expense the services are rendered, shall hereinafter be referred to as the Client.

Article 2: Applicability

2.1 These general terms and conditions apply to all offers made by TCD, to all services provided by TCD, and to all work to be performed and/or personnel and/or goods to be made available by or on behalf of TCD under commission of the Client.
2.2 Deviations from these general terms and conditions are only valid if and insofar as these have been expressly agreed upon in writing.
2.3 The Client expressly accepts the applicability of these general terms and conditions also with respect to future assignments and offers made by TCD. If the Client refers to its own general or specific terms and conditions, TCD expressly rejects their applicability. Any conflicting provisions in the Client’s conditions shall not affect the foregoing.

Article 3: Formation and Execution of the Agreement

3.1 An agreement with TCD is established as soon as an assignment given to TCD has been confirmed in writing (including by email) by or on behalf of TCD, or as soon as TCD has received a signed quotation or order confirmation from the Client within the period specified therein. If TCD, at the request or with the consent of the Client, commences work before the agreement has been confirmed or signed in writing (including, but not limited to, creative work, concept development, budgets, preparatory advice, or pre-production), the agreement shall be deemed to have been concluded at the moment TCD starts such work. In that case, TCD is entitled to charge the Client for the work performed and costs incurred separately or as part of the final assignment, even if the assignment is not subsequently continued or formalized.
3.2 TCD shall execute the agreement to the best of its knowledge and ability and in accordance with the standards of due care and conduct. If and insofar as the proper execution of the agreement so requires, TCD has the right to have certain work performed by third parties.
3.3 The Client shall ensure that all information indicated by TCD as necessary (or that the Client should reasonably understand to be necessary) for the execution of the agreement is provided to TCD in a timely and complete manner. If the information required for the execution of the agreement is not provided to TCD in time or is incomplete, TCD has the right to suspend execution of the agreement and/or to charge the Client for any resulting additional costs according to TCD’s usual rates.
3.4 Delivery deadlines stated by TCD are indicative and not binding, unless expressly agreed otherwise. Exceeding a deadline shall not release the Client from its obligations towards TCD.
3.5 The Client is obliged to immediately notify TCD of any complaint regarding the execution of the agreement or assignment as soon as the Client could reasonably have become aware of the grounds for the complaint, first orally and subsequently confirmed in writing within seven (7) working days. If the Client fails to do so, TCD shall be deemed to have fulfilled its obligations.
3.6 The Client remains at all times responsible for the choice and application of any advice given by TCD. Incorrect or unclear submission of information by the Client, or the designation of materials and/or products that, relative to the original assignment, lead to additional work or costs for TCD, entitles TCD to charge such costs and additional work to the Client at its usual rates.
3.7 If the performance of the assignment requires a permit, exemption, or other approval from governmental authorities or a third party, the Client bears full responsibility for the timely application for and acquisition of such approval. If the required permits or approvals are not obtained, not granted in time, or granted only under restrictive conditions that render full or partial execution impossible, this shall not affect the Client’s payment obligation towards TCD. In such case, TCD shall be entitled to charge the agreed assignment fee as described in Article 6.5.
3.8 During project execution, TCD is entitled to charge the Client for unforeseen costs that are reasonably necessary for proper and timely completion of the assignment, up to a maximum of 10% of the total project value. “Unforeseen costs” means costs that could not have been foreseen at the time of the quotation or order confirmation and that are beyond TCD’s control. This provision does not affect the fact that additional work or modifications requested by the Client, regardless of amount, shall be considered as additional work and charged separately.
3.9 Travel expenses incurred by TCD in connection with the execution of the assignment, including mileage allowances, parking fees, and other travel-related costs, shall be charged to the Client on the basis of actual costs, unless expressly agreed otherwise in writing.
3.10 TCD works in collaboration with artists and other creative professionals and is entitled, within reasonable limits, to apply its own artistic and creative interpretation to the concept approved by the Client. The final realization may therefore differ in form, materials, or execution from previously presented sketches, designs, or impressions, provided that the intent and purpose of the concept are preserved. The Client accepts this professional freedom as inherent to the nature of TCD’s work.

Article 4: Amendment of the Agreement

4.1 If during the execution of the agreement it appears that a proper performance requires the work to be (substantially) amended or supplemented, the Parties shall, in a timely manner and by mutual consultation, adjust the agreement accordingly.
4.2 If the Parties agree to amend or supplement the agreement, the time of completion may be affected. TCD shall inform the Client thereof as soon as possible.
4.3 If the amendment or supplement has financial and/or qualitative consequences, TCD shall inform the Client thereof in advance. If a fixed fee has been agreed, TCD shall indicate to what extent the amendment or supplement will result in an overrun of that fee.
4.4 Any changes to the original assignment of whatever nature, whether written or verbal, introduced by or on behalf of the Client and causing higher costs than those foreseen in the quotation, shall be charged to the Client.
4.5 Any changes in the execution of the assignment requested by the Client after the assignment has been given must be communicated to TCD in writing and in good time. If such changes are made verbally or by telephone, the risk for the implementation of these changes lies entirely with the Client.

Article 5: Termination of the Agreement

5.1 TCD is entitled to dissolve (in Dutch: *ontbinden*) the agreement with the Client in whole or in part, or – at its discretion – to suspend further performance of the agreement or assignment, without notice of default or judicial intervention, if:
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    the Client fails to fulfil any obligation arising from the agreement or assignment; and/or
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    the Client is declared bankrupt or an application for bankruptcy has been filed; and/or
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    the Client applies for a moratorium on payments; and/or
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    the Client is placed under guardianship; and/or
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    a substantial part of the Client’s assets is seized; and/or
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    the Client’s legal entity is dissolved or the Client’s business is liquidated.
5.2 All claims of TCD against the Client become immediately due and payable in the above situations, as well as if, after the conclusion of the agreement, facts or information become known to TCD which give it good reason to fear that the Client will not fulfil its obligations, and/or if TCD requested the Client to provide security for performance upon entering into the agreement and such security is not provided or is insufficient.
5.3 In the aforementioned cases, TCD shall be entitled to suspend further performance of the agreement, to set off its claims against any amounts owed to the Client, or to dissolve the agreement, without prejudice to TCD’s right to claim damages or other remedies.

Article 6: Cancellation Conditions

6.1 The Client is not entitled to cancel an agreement unless, simultaneously, it irrevocably offers in writing to pay the amounts specified in Article 6.5. Any cancellation shall be deemed to include such an offer. Such offer shall be deemed accepted if TCD does not reject it within two (2) weeks.
6.2 Cancellations must be made in writing and dated. The Client cannot derive any rights from an oral cancellation.
6.3 In all cases where the Client fails to make use of a service to be performed by TCD under the agreement, without a written cancellation, the Client remains obliged to pay the full contract sum.
6.4 All amounts which TCD, at the time of cancellation, has become dueto third parties, external suppliers, or has incurred in respect of preparatory work, purchase of materials, commissions, or reservations in connection with the assignment, must be fully reimbursed by the Client to TCD.
6.5 If the Client cancels the agreement before completion, the Client owes TCD the following amounts:
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    During the concept phase: € 3,500 plus administration costs;
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    During the production phase: 75 % of the total contract sum;
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    Less than two (2) weeks before the event or less than two (2) weeks before the start of installation work: 100 % of the total contract sum.

Article 7: Prices

7.1 All prices stated in TCD’s quotations are expressed in euros (€) and include the legally applicable VAT rates and other government levies, unless expressly agreed otherwise in writing.
7.2 The stated rates, discounts, and offers do not automatically apply to future services or supplies. TCD reserves the right to adjust its rates at any time.
7.3 Oral agreements and arrangements shall only be binding on TCD once they have been confirmed in writing or by email by TCD.
7.4 If the Client exceeds the validity period of a quotation or order confirmation issued by TCD, the Client cannot derive any rights from the prices, conditions, or (delivery) deadlines mentioned therein. In such a case, TCD reserves the right to revise the quotation and to re-establish prices and other conditions based on the circumstances and rates applicable at that time.

Article 8: Ownership, Intellectual Property, Use, and Licence

8.1 TCD retains ownership of any Creations delivered or to be delivered by it until the Client has fully satisfied all payment obligations owed to TCD on any account whatsoever. Ownership of any items made available to the Client, whether or not as part of a granted right of use, shall always remain with TCD.
8.2 Unless expressly agreed otherwise in writing, all intellectual and industrial property rights (“IP rights”), of whatever nature, with respect to (parts of) objects, creations, distinctive marks, and/or items of any kind and form, such as concepts, ideas, formats, illustrations, designs, works, models, prototypes, sketches, photographs, and presentations, which are created by or through TCD in the performance of the assignment (hereinafter collectively referred to as “Creations”), and which do not already belong to TCD by law, shall be contractually vested in TCD in undivided ownership.
8.3 Once the Client has fulfilled all its obligations under the agreement with TCD, the Client obtains a licence to use the Creations as described in the agreement. If the Client acts in breach of its contractual obligations, TCD shall be entitled to suspend or terminate the licence granted to the Client for use of the Creations, without being liable for any damages to the Client or third parties.
8.4 The Client is not permitted to transfer to third parties, in whole or in part, any rights or obligations arising from the agreement or assignment without TCD’s prior written consent. TCD shall not unreasonably withhold such consent.
8.5 With due regard for the Client’s interests, TCD reserves the right to use the design and photographs for publicity or promotional purposes.
8.6 The Client shall ensure that TCD’s performances, including the name “The Citydressers”, are mentioned in joint consultation with TCD on or near the Creations, including in promotional expressions in which the Creations appear, such as after-movies and social-media presentations.
8.7 If the Client uses or proceeds to execute or use Creations supplied by TCD without prior written consent and/or without full payment having been made, the Client acts unlawfully towards TCD. In such case, TCD is entitled to claim compensation, including but not limited to a reasonable licence fee, lost income, the costs of determining the infringement, and reasonable (legal) costs incurred to obtain satisfaction either amicably or through legal proceedings.

Article 9: Payment

9.1 All payments shall be made in euros (€). Payments must be made by bank transfer, and the date on which TCD’s bank account is credited shall be considered the date of payment. Payment must be made within fourteen (14) days of the invoice date, it being understood that TCD is not obliged to commence its services or execute an assignment until receipt of the first instalment payment.
9.2 After conclusion of the agreement, the Client shall pay the total contract amount in the following instalments, unless expressly agreed otherwise in writing:
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    First instalment: immediately upon conclusion of the agreement, the Client will receive an invoice for 75% of the total contract amount;
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    Second instalment: after completion of the event or delivery of the work, the Client will receive a final invoice for the remaining amount.
Any adjustments due to additional costs, recalculations, or changed circumstances will be included in the final invoice.
9.3 If the total contract value is less than €5,000 (excluding VAT), TCD is entitled to invoice the full amount at once, prior to or at the commencement of the work.
9.4 For Clients with a registered office outside the Netherlands, the full contract amount must be paid to TCD in one instalment prior to the start of the work, unless expressly agreed otherwise in writing. TCD is not obliged to commence the work until full prepayment has been received.
9.5 If the Client is in default, it shall owe interest equal to the statutory interest rate plus 2%. In the event of default, all resulting (extrajudicial) collection costs shall be borne by the Client, with a minimum of 15% of the principal amount. These costs correspond to the collection rates set by the Dutch Bar Association. If TCD demonstrates that it has incurred higher costs for the collection of its claims that were reasonably necessary, those costs shall also be borne by the Client.
10.1 TCD shall only be in default with respect to the fulfilment of any obligation towards the Client if it fails to comply with a written and sufficiently specified notice of default issued by the Client, granting TCD a reasonable period to remedy.
10.2 TCD shall not be liable for any direct or indirect damage resulting from any default by TCD in the fulfilment of its obligations towards the Client, or for any damage arising directly or indirectly from the performance of its work and/or advice, unless such damage is due to intent or gross negligence on the part of TCD.
10.3 TCD shall not be liable for any direct or indirect damage resulting from default by third parties engaged by TCD in the performance of its services or execution of an assignment, unless such damage is due to intent or gross negligence on the part of TCD.
10.4 If and insofar as TCD, notwithstanding the foregoing, should be liable to the Client for any reason, such liability shall at all times be limited to direct damage and to an amount equal to the invoice value of the performance giving rise to the damage. If the invoice value is higher, liability shall in any case be limited to the amount paid out under TCD’s liability insurance. Upon written request, TCD shall provide the Client with a copy of its insurance policy and conditions.
10.5 The compensation to be paid by TCD shall never exceed the amounts already paid by the Client under the relevant agreement.
10.6 If and insofar as TCD, notwithstanding the foregoing, should be liable to the Client for any reason, such liability shall always be limited to direct damage and to the amount covered by its statutory liability insurance.
10.7 The Client shall indemnify TCD against all claims from third parties relating to damage of any kind for which TCD is not liable under the foregoing provisions. This includes, but is not limited to, damage resulting from the use or further exploitation, in any way whatsoever, of the results of the assignment.
10.8 The Client is required to maintain adequate liability insurance. Prior to the commencement of the assignment or agreement, the Client shall provide TCD with proof of such insurance.

Article 11: Force Majeure

11.1 In addition to what is understood by “force majeure” in law and case law, force majeure shall mean all external causes, whether foreseeable or not, beyond the control of TCD or the Client, which prevent the proper performance of the assignment and which cannot reasonably be required to be avoided.
11.2 In the event of force majeure, TCD’s obligations shall be suspended. If the situation of force majeure continues for more than two (2) months, both parties shall be entitled to dissolve the agreement in writing, without either party being entitled to damages or (partial) refund. Costs demonstrably incurred by TCD up to the moment of dissolution may be fully charged to the Client.
11.3 If, at the time of the occurrence of the force majeure, TCD has already partially fulfilled its obligations, it shall be entitled to invoice the executed or executable part separately. The Client shall be obliged to pay this invoice, after which TCD shall deliver or make available to the Client the Creations completed up to that moment, without prejudice to the provisions of Article 8 of these general terms and conditions.

Article 12: Confidentiality

Each party is bound to strict confidentiality with respect to all data, information, and documents of a confidential nature received from the other party, including, but not limited to, the terms of the assignment given to TCD and any documents provided by TCD.

Article 13: Applicable Law and Disputes

All agreements concluded with TCD and all assignments executed by or on behalf of TCD shall be governed exclusively by Dutch law. Disputes shall be resolved as much as possible by mutual consultation. If amicable resolution proves impossible, any disputes of whatever nature, arising from or related to agreements entered into between TCD and the Client and the services or deliveries performed by TCD, shall be submitted exclusively to the competent court in Amsterdam, the Netherlands.