TERMS AND CONDITIONS

Last updated: 28 March 2025


1. Definitions
The following terms have the meanings described below:
Services: The (digital) services to be provided by CITALENT to the Client, including but not limited to: (i) providing advice and guidance to online talent (client); (ii) publishing content produced by online talent (client) on talent media channels; (iii) arranging collaborations and bookings for online talent (client) for events, gatherings, and other purposes; (iv) arranging collaborations for specific online talent (client) for speaking or hosting at events; (v) providing marketing, website management, PR and personal management by CITALENT; and (vi) providing advice on online strategy and influencer marketing.
CITALENT: CITALENT BOUTIQUE TALENT MANAGEMENT & CONSULTANCY SL., registered at Avenida de la Condomina 8, 8C, 03016 Alicante/Alacant, Spain. NIF (VAT number): ESB56822257. NIE (Registration number): Z1516806-F. Contact person: Celeste Izelaar.
Assignment: Any written or verbal instruction given by the Client to CITALENT in connection with the provision and performance of Services.
Service Provider: The legal entity designated as such in the contract, being CITALENT.
Online Talent (Client): Anyone who has contractually committed to working with CITALENT.
Agreement: The service agreement concluded between CITALENT and the Client (also referred to as the order confirmation), setting out the specific arrangements between the parties and any additional conditions under which CITALENT will perform its Services.
Terms: These general terms and conditions as published on the website.

2. Applicability and General
2.1 These Terms apply to and form an inseparable part of all arrangements set out in the contract (order confirmation) and all related and resulting (legal) acts regarding the performance of the Assignment by CITALENT.
2.2 By reference to (including in the order confirmation) and/or provision of these Terms, they are explicitly declared applicable to the Services to be provided to the Client.
2.3 Deviating provisions, amendments, and/or additions to these Terms are only valid if CITALENT has explicitly accepted them in writing, and only for the specific Assignment for which they were agreed.
2.4 CITALENT explicitly rejects the application of any (general) terms and conditions used by the Client. In the event of conflict between these Terms and the contract, the contract takes precedence.
2.5 These Terms are available upon request and are also published on the website, where they can be downloaded.

3. Offer and Formation of Agreement
3.1 The Assignment or contract is formed by written, digital, or verbal acceptance by the Client of a quote provided by CITALENT, or by written, digital, or verbal acceptance by CITALENT of an Assignment provided by the Client. The contract sent by CITALENT is deemed to accurately and completely reflect the agreement unless the Client objects in writing immediately.
3.2 CITALENT may, at the Client's request, provide a written quote for the provision of Services. The quote is valid for the period stated within it. If no period is stated, the quote is valid for fourteen days.
3.3 All offers made by CITALENT, in any form, are non-binding unless explicitly stated otherwise. Amendments to Assignments are only binding on CITALENT if confirmed in writing or actually carried out by CITALENT. Obvious typographical errors in an offer are not binding on CITALENT.
3.4 Each Agreement is entered into subject to the condition that the Client proves to be sufficiently creditworthy for its financial obligations. CITALENT is entitled to require security from the Client at or after entering into the contract before proceeding further.
3.5 If a service is accompanied by estimates, (online) systems, plans or other documents, these remain the property of CITALENT at all times and must be returned upon first request. They may not be reproduced or shown to third parties without CITALENT's permission.

4. Obligations of CITALENT
4.1 CITALENT, or the online talent it engages, is obliged to perform the Assignment to the best of its ability. These obligations are best-efforts obligations and not result obligations.
4.2 CITALENT guarantees on behalf of the online talent that they will be available during the period agreed and set out in the contract.
4.3 CITALENT will grant the Client the rights necessary for the Assignment in accordance with Article 11 of these Terms.
4.4 The Client is obliged to comply with the arrangements as set out in the contract.
4.5 The Client is responsible for making payment to CITALENT and any other third parties it has engaged.

5. Obligations of Client
5.1 The Client guarantees that it will provide CITALENT, within a reasonable period prior to the execution of the Assignment, with all information and documents that CITALENT requires for the correct performance of the Assignment.

6. General Conditions
6.1 If the Client wishes to make changes to the planning that may affect the Assignment, it will immediately notify CITALENT. The parties will then consult on the possibility of adjusting the Assignment and the contract.
6.2 The Client is responsible for the safety of CITALENT and has taken out the appropriate insurance for this purpose.
6.3 The Client is obliged to comply with its obligations as set out in these Terms and the contract. If it fails to do so, CITALENT is not required to fulfil its obligations and cannot be held liable for any resulting damage, without prejudice to the Client's obligation to pay the full agreed fee.

7. Prices and Payment
7.1 Unless otherwise agreed, the prices for CITALENT's Services will be stated in the contract.
7.2 Invoices are sent digitally. The Client must therefore provide CITALENT with a correct email address for this purpose.
7.3 The Client must pay invoices within 30 days of the invoice date, unless otherwise stated in the contract. If the Client fails to pay within this period, it is automatically in default without notice being required.
7.4 In the event of non-payment, CITALENT is entitled to suspend Services or terminate the contract without owing compensation. Termination is subject to the condition that the Client still pays the agreed fee. Overdue payments will incur statutory interest and/or extrajudicial collection costs. CITALENT will always send a payment reminder with a reasonable additional payment period.

8. Duration and Early Termination
8.1 The start and duration of the Agreement are determined in the contract. The contract ends by operation of law once declared ended by either or both parties.
8.2 Either party is entitled to terminate the contract immediately and without further notice if: (i) the other party is declared bankrupt; (ii) bankruptcy of the other party has been applied for; (iii) the other party has been granted a suspension of payments; (iv) suspension of payments has been applied for; (v) the other party is dissolved or ceases its activities; or (vi) the delivery of the agreed Services is or threatens to be in conflict with applicable laws and regulations.
8.3 In the above cases, CITALENT is not liable for any damage resulting from early termination. CITALENT is entitled to invoice for Services already performed prior to such termination.
8.4 CITALENT is entitled to terminate the contract immediately and in writing without giving reasons if the Client is deemed insufficiently creditworthy.

9. Cancellation
9.1 In the event of cancellation by the Client, with the exception of the provisions in Article 9.2, the following fees apply:

Cancellation 31 days or more before the execution date: 50% of the agreed fee
Cancellation between 16 and 31 days before the execution date: 75% of the agreed fee
Cancellation within 15 days of the execution date: 100% of the agreed fee

9.2 (Exceptions to be specified by CITALENT)

10. Liability and Force Majeure
10.1 CITALENT performs the Agreement and its Services with the utmost care. CITALENT is only liable for damages related to the performance of Services if caused by intent, gross negligence, or wilful recklessness on its part.
10.2 CITALENT's liability is at most limited to the invoice value of the Services to which the liability relates, proportionate to the degree of shortfall. Minor deviations do not give rise to compensation.
10.3 All liability for consequential damages is excluded, including but not limited to lost profits, missed savings, delay damages, business disruption, and loss of goodwill.
10.4 The Client must report any damage resulting from a breach of contract to CITALENT in writing within 14 days of completion of the Assignment. If no complaint is made within this period, the contract is deemed to have been properly performed. Complaints submitted after this period will not be processed.
10.5 All rights of the Client to claim damages, dissolution, or performance of the contract in the event of a breach expire 14 days after completion of the Agreement.
10.6 The Client is liable for any damage to the Facilities, regardless of who caused it and how.
10.7 CITALENT cannot be held to timely performance if it is prevented from doing so by force majeure, including but not limited to failure of third parties or suppliers, temporary unavailability of hardware, software or internet connections, war, strikes, business disruption, illness or incapacity of the online talent.
10.8 CITALENT will immediately notify the Client as soon as it believes it is or will be in a situation of force majeure.
10.9 If the force majeure is temporary, CITALENT has the right to suspend performance until the situation is resolved. If the force majeure lasts longer than one month or is of a permanent nature, CITALENT has the right to terminate the contract in writing and may invoice for Services already performed.

11. Intellectual Property
11.1 All copyright and other intellectual property rights on proposals, content, concepts, editorial contributions, products, or other elements of CITALENT's Services belong to CITALENT. For the duration of the contract, CITALENT grants the Client a limited, non-exclusive, non-transferable licence to use such intellectual property rights to the extent necessary for the execution of the Services. The Client may not use the content or other materials produced by CITALENT in any way other than agreed, except that links to such content may be used (but not commercially exploited, including in advertisements) unless separate arrangements have been made. CITALENT indemnifies the Client against all third-party claims relating to the use of materials and data provided by CITALENT.
11.2 Intellectual property rights on materials and data provided by the Client to CITALENT remain with the Client or its licensors. The Client grants CITALENT a limited, non-exclusive, non-transferable licence for the duration of the contract to the extent necessary for the delivery of the Services. The Client indemnifies CITALENT against all third-party claims relating to the use of materials provided by the Client.

12. Confidentiality
12.1 Both parties will maintain confidentiality regarding confidential and/or commercially sensitive information shared by the other party during the formation and duration of the contract and the performance of the Services. This obligation continues after the contract ends.
12.2 Neither party will disclose confidential or commercially sensitive information without prior written consent from the other party.
12.3 Both parties will take reasonable measures with respect to staff, agencies, subcontractors, or third parties to ensure this confidentiality.

13. Miscellaneous Provisions
13.1 The contract and these Terms together determine the legal relationship between the parties and supersede all previous agreements between them regarding the subject matter of the Assignment.
13.2 If any part of these Terms or the contract is found to be in conflict with mandatory legislation, this does not affect the validity of the remaining provisions. The parties will establish new provisions that align as closely as possible with the intent of the invalid provision.
13.3 Without the prior written consent of CITALENT, the Client may not transfer its rights and obligations under the contract to third parties.

14. Applicable Law and Competent Court
14.1 These Terms and the contract are governed by Dutch law.
14.2 Disputes arising from the contract and/or these Terms will, if not resolved amicably, be submitted to the competent court in Amsterdam. These Terms came into effect on 1 November 2019.

15. Updates and Amendments
15.1 We reserve the right to periodically adjust or revise these Terms. Material changes take effect immediately upon publication of the revised Terms. The date of the most recent amendment is set out below.
15.2 These Terms and Conditions were last amended on: 28 March 2025.